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EXHIBIT 99.2
CAPITAL HOLDINGS, INC.
RIGHTS OFFERING SUBSCRIPTION AGREEMENT
EXPIRATION DATE: NOVEMBER 15, 1999
We are conducting a RIGHTS OFFERING that entitles holders of our common
stock, as of the close of business on September 30, 1999 (the "Record Date"), TO
PURCHASE 0.14 SHARE OF COMMON STOCK FOR EVERY ONE SHARE OF COMMON STOCK THEN
HELD (ROUNDED DOWN TO THE NEAREST WHOLE SHARE). Set forth below are the number
of shares of common stock that you are entitled to purchase in the rights
offering at a subscription price of $27 per share. No cash will be paid by us
for any subscription rights or fractional shares.
To subscribe for shares in the rights offering, we must receive a
properly completed and executed copy of this Rights Subscription Agreement by
November 15, 1999, together with a cashier's check, certified check, money
order, or personal check payable to "CAPITAL HOLDINGS, INC." for an amount equal
to the number of shares subscribed for multiplied by $27.
If we receive your Rights Subscription Agreement and payment after
November 15, 1999 but on or before December 1, 1999, we will treat your entire
order as having been made solely for the community offering. The deadline for
submitting subscription agreements in the community offering is December 1,
1999.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THIS
OFFERING, PLEASE REFER TO THE PROSPECTUS DATED OCTOBER 11, 1999, WHICH IS
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM CAPITAL HOLDINGS, INC. BY CALLING STEPHEN J. KOVATCH, SENIOR VICE
PRESIDENT, AT (419) 885-7379 OR(800) 366-5580.
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably
subscribes for the number of shares of common stock indicated below, on the
terms and subject to the conditions specified in the prospectus, receipt of
which is hereby acknowledged.
Number of Shares You May Purchase under the Rights Subscription Privilege:
____________________________
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RIGHTS OFFERING
1. Number of Rights Offering shares you are subscribing for: _____________
(You may subscribe for any or all of the number of shares listed
above.)
2. Total Subscription Price: ______________
(Number of shares listed on line 1 x $27 per share)
THE RIGHT TO SUBSCRIBE IN THE RIGHTS OFFERING IS NON-TRANSFERABLE AND
CAN ONLY BE EXERCISED IN THE EXACT TITLING AS APPEARS IN THE BOX ABOVE.
METHOD OF PAYMENT
Payment must be in the form of cashier's check, certified check, money
order, or personal check payable to "CAPITAL HOLDINGS, INC."
If the aggregate amount enclosed is insufficient to purchase the total
number of shares on line 1, or if payment is enclosed but the number of shares
being subscribed for is not specified, the holder of this Subscription Agreement
shall be deemed to have subscribed for the maximum amount of shares that could
be subscribed for upon payment of such amount.
If the number of shares subscribed for pursuant to the community
offering is not specified and the amount of funds enclosed or transmitted
exceeds the maximum amount of shares that the stockholder could purchase in this
rights offering, the balance shall be treated as having been paid for shares in
the community offering, subject to the minimum number of shares that may be
purchased in the community offering. Any remaining funds shall be mailed to the
subscriber without interest as soon as practicable.
_______________________________________ ___________________________________
Signature Date
_______________________________________ ___________________________________
Signature of Joint Owner, if applicable Area Code and Telephone Number
_______________________________________ ___________________________________
Street Address Social Security or Federal Taxpayer
Identification No.
_______________________________________
(City) (State) (Zip)
TO BE COMPLETED BY CAPITAL HOLDINGS, INC.
Accepted as of ______________________, 1999, as to ___________ Shares.
Robert A. Sullivan
President and Chief Operating Officer
[SEE REVERSE SIDE FOR SUBSTITUTE FORM W-9]
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SUBSTITUTE PART I - Taxpayer Identification
Form W-9 Number. For all accounts enter taxpayer (X)________________________________
number in the appropriate box. For most Social Security Number
individuals, this is your social security
Department of the Treasury number. If you do not have a number or if
Internal Revenue Service the account is in more than one name, OR_________________________________
contact the office identified in Instruction Employer Identification Number
Payer's Request for 6.
Taxpayer
Identification Number
("TIN")
PART II - For Payees Exempt from Backup Withholding
Certification - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am
waiting for a number to be issued to me),
and
(2) I am not subject to backup withholding
either because (a) I am exempt from backup
withholding; or (b) I have not been
notified by the Internal Revenue Service
("IRS") that I am subject to backup
withholding as a result of failure to
report all interest or dividends; or (c)
the IRS has notified me that I am no longer
subject to backup withholding.
CERTIFICATION GUIDELINES - You must
cross out item (2) above if you have been
notified by the IRS that you are subject to
backup withholding because of under-reporting
interest or dividends on your tax return.
However, if after being notified by the IRS that
you were subject to backup withholding you
received another notification from the IRS that
you are no longer subject to backup withholding,
do not cross out item (2).
Signature (X)________________________________________ Date _______________________, 1999
SUBSTITUTE FORM W-9. Each subscriber must provide a correct
taxpayer identification number ("TIN") and sign and date the Substitute
W-9 on the Transmittal. In general, if a subscriber is an individual, the
TIN is the social security number of such individual. See the enclosed
guidelines. If the correct TIN is not provided, the subscriber may be
subject to a $50 penalty imposed by the Internal Revenue Code. For
further information regarding instructions for completing the Substitute
Form W-9 (including how to obtain a TIN if you do not have one and how to
complete the Substitute Form W-9 if shares are held in more than one
name), contact Stephen J. Kovatch, Senior Vice President, Capital
Holdings, Inc, 5520 Monroe Street, Sylvania, Ohio 43560: (419) 885-7379
or (800) 366-5580.