EXHIBIT 4.5
KINARK [ADDRESS LABEL]
CORPORATION
SUBSCRIPTION CARD FOR RIGHTS OFFERING FOR HOLDERS OF RECORD ON ____________,
1996.
Kinark Corporation (the "Company") is conducting a rights offering (the
"Rights Offering") which entitles each holder of the Company's common stock,
$.10 par value per share (the "Common Stock"), on ______________________, 1996
(the "Record Date"), to receive one nontransferable right (a "Right") for each
share of Common Stock held of record on the Record Date. No fractional Rights
will be issued and no cash in lieu thereof will be paid. Each Right is
exercisable, upon payment of $_______ in cash (the "Subscription Price"), to
purchase one share of Common Stock (the "Subscription Privilege"). Set forth
on the label above is the registered holder's name and address as it appears on
the books of the Company's transfer agent and two numbers: the upper number is
the number of shares of Common Stock held by such holder; and the lower number
is the number of shares to which such holder is entitled to subscribe pursuant
to the Subscription Privilege.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING, PLEASE REFER TO THE PROSPECTUS DATED ___________________, 1996, (THE
"PROSPECTUS"), WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MORROW & CO., INC. (THE "INFORMATION
AGENT") AT 909 THIRD AVENUE, 20TH FLOOR, NEW YORK, NEW YORK 10072-4799, (TOLL
FREE (800) 566-9061). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE
THE RESPECTIVE MEANINGS ASCRIBED TO SUCH TERMS IN THE PROSPECTUS.
THIS SUBSCRIPTION ORDER FORM MUST BE RECEIVED BY CHEMICAL MELLON
SHAREHOLDER SERVICES, L.L.C. (THE "SUBSCRIPTION AGENT") WITH PAYMENT IN FULL BY
5:00 PM., NEW YORK TIME, ON _________________, 1996, UNLESS EXTENDED IN THE
SOLE DISCRETION OF THE COMPANY TO A TIME NOT LATER THAN 5:00 PM., NEW YORK
TIME, ON _________________, 1996 (AS IT MAY BE EXTENDED, THE "EXPIRATION
DATE"). ANY RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE WILL EXPIRE.
ANY SUBSCRIPTION FOR SHARES OF COMMON STOCK IN THE RIGHTS OFFERING MADE HEREBY
IS IRREVOCABLE UNLESS THE TERMS OF THE OFFERING ARE SUBSEQUENTLY AMENDED.
INFORMATION: Complete Part I of the Subscription Card and, if applicable,
the Part II special issuance and delivery instructions, SIGN THIS SUBSCRIPTION
CARD, and complete the enclosed Substitute Form W-9. All questions concerning
the timeliness, validity, form and eligibility of Subscription Card received or
any exercise of Rights will be determined by the Company, whose determination
will be final and binding.
SUBSCRIPTION PRICE: $________ PER SHARE
PART I - SUBSCRIPTION FOR SHARES OF COMMON STOCK IN THE RIGHTS OFFERING: The
undersigned hereby irrevocably subscribes for the number of Shares of Common
Stock in the Rights Offering as indicated below, on the terms and subject to
the conditions specified herein and in the Prospectus, receipt of which is
hereby acknowledged.
NUMBER OF SUBSCRIPTION TOTAL
SHARES PRICE PAYMENT
Subscription Right: ________ X $_________ = $________
(must equal total of
amounts in Lines 3 and 4
below)
*If the aggregate Subscription Price paid by an exercising Rights Holder is
insufficient or exceeds the amount necessary to purchase the number of Shares
of Common Stock that such holder indicates are being subscribed for, or if an
exercising Rights Holder does not specify the number of shares of Common Stock
to be purchased, then such Rights Holder will be deemed to have exercised the
Subscription Privilege to the full extent of the payment tendered, subject to
the limits set forth in the Prospectus. If the aggregate Subscription Price
paid by a Rights Holder exceeds the amount necessary to purchase the number of
shares of Common Stock for which the Rights Holder has indicated an intention
to subscribe, the Rights Holder will receive promptly by mail a refund equal to
the excess payment without interest or deduction.
Method of Payment (check and complete appropriate box(es)):
[ ] Uncertified, certified or cashier's check, bank draft or money order
payable to Mellon Bank, N.A. or Notice of Guaranteed Delivery
in the amount of: (Line 3) $____________
[ ] Wire transfer directed to Mellon Bank, N.A. ABA ___________________
(Marked: Kinark Corporation Subscription by [Name of Rights Holder]")
(Indicate name of the institution wire
transferring funds:_________________________________):
(Line 4) $____________
Total Payments: $____________
PART II - SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR RIGHTS HOLDERS: Unless
otherwise indicated below, the Subscription Agent is hereby authorized to issue
and deliver certificates for Common Stock to Rights Holders at the address on
the label above.
(a) To be completed ONLY if the certificate representing the Common Stock is
to be issued in a name other than the registered holder shown above. (See
Paragraphs 2 and 3(c) of the Instructions.) COMPLETE THE GUARANTEE OF
SIGNATURE(S) SECTION BELOW.
______________________________________ ______________________________________
Name(s) in which stock is to be Street Address
registered (Please Print)
______________________________________ ______________________________________
Social Security or Tax ID# City State Zip Code
(b) To be completed ONLY if the certificate representing the Common Stock is
to be sent to an address other than that shown above. (See Paragraphs 2
and 3(c) of the Instructions.) COMPLETE THE GUARANTEE OF SIGNATURE(S)
SECTION BELOW.
Mail and deliver to:
Name:_________________________________ _____________________________________
(Please Print) Street Address
_______________________________________ ______________________________________
Social Security or Tax ID# City State Zip Code
ACKNOWLEDGEMENT
THE SUBSCRIPTION ORDER FORM IS NOT VALID UNLESS YOU SIGN BELOW
I/We acknowledge receipt of the Prospectus and understand that after
delivery to the Company, I/we may not modify or revoke this Subscription Card.
Under penalties of perjury, I/we certify that the information contained herein,
including the social security number or taxpayer identification number given
above, is correct. If Part II Special Issuance Instructions are completed,
I/we certify that although the certificate representing the Common Stock is to
be issued in a name other than the registered holder, beneficial ownership of
the Common Stock will not change.
The signature below must correspond with the name of the registered holder
exactly as it appears on the books of the Company's transfer agent without any
alteration or change whatsoever.
SIGN HERE - __________________________________ - SIGN HERE
__________________________________
Signature(s) of Registered Holder
Dated: _______________________, 1996
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following
information (Please Print). See Instructions.
Name(s): _______________________ Daytime Phone: ( )________________
_________________________________ Evening Phone: ( ) _______________
Capacity (Full Title) __________ Taxpayer Identification
Address ________________________ or Social Security Number: _________
(Including Zip Code)
GUARANTEE OF SIGNATURE(S)
All Rights Holders who specify special issuance or delivery instructions
pursuant to Part II of this Subscription Order Form must have their signatures
guaranteed by an Eligible Institution. An "Eligible Institution" for this
purpose is a bank, stockbroker, savings and loan association and credit union
with membership in an approved signature guaranteed medallion program, pursuant
to Rule 17Ad-15 of the Securities Exchange Act of 1934.
Authorized Signature ________________ Name of Firm _________________________
Name __________________________________ Address ______________________________
Title _________________________________ Area Code and Telephone
Number _______________________________
Dated: ___________________, 1996