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EXHIBIT 4.4
BANNER AEROSPACE, INC.
[ADDRESS LABEL]
EXPIRATION DATE: SUBSCRIPTION PRICE:
, 1997 $9.20 PER SHARE OF SERIES A CONVERTIBLE
- ------------ PAID-IN-KIND PREFERRED STOCK
This non-transferable Subscription Certificate evidences
rights (the "Rights") issued by Banner Aerospace, Inc. (the "Company") to
holders of record of its common stock, $1.00 par value ("Common Stock"), at
5:00 p.m., New York City time on __, 1997 (the "Record Date") to subscribe for
shares of Series A Convertible Paid-in-Kind Preferred Stock, $.01 par value
per share (the "Preferred Stock") of the Company at the price (the
"Subscription Price") stated above. No fractional Rights will be issued;
however, one Right will be issued in lieu of any fractional Right to which
a holder would otherwise be entitled. One (1) Right and the Subscription Price
are required to subscribe for one (1) share of Preferred Stock upon the terms
and conditions stated in the Company's prospectus dated ___________, 1997 (the
"Prospectus"). Full instructions appear on the back of this Subscription
Certificate.
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 on the Record Date and the lower number is the number of shares of
Preferred Stock to which such holder is entitled to subscribe pursuant to this
rights offering (the "Rights Offering").
THE SUBSCRIPTION ORDER FORM MUST BE RECEIVED BY HARRIS TRUST
COMPANY OF NEW YORK, 77 WATER STREET, NEW YORK, NEW YORK 10005; TEL. (212)
701-7624 (THE "SUBSCRIPTION AGENT"), WITH PAYMENT IN FULL BY 5:00 PM, NEW
YORK CITY TIME, ON _____________, 1997, UNLESS EXTENDED IN THE SOLE DISCRETION
OF THE COMPANY (AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). ANY RIGHTS NOT
EXERCISED PRIOR TO THE EXPIRATION DATE WILL LAPSE AND WILL BE VOID. ANY
SUBSCRIPTION FOR SHARES OF PREFERRED STOCK IN THE RIGHTS OFFERING MADE HEREBY
IS IRREVOCABLE.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF
THE RIGHTS OFFERING, PLEASE REFER TO THE PROSPECTUS, WHICH IS INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
CORPORATE INVESTOR COMMUNICATIONS, INC. (THE "INFORMATION AGENT") AT 111
COMMERCE ROAD, CARLSTADT, NEW JERSEY 07072-2586; TEL. (800) 932-8494.
IMPORTANT: COMPLETE APPROPRIATE FORM(S) ON REVERSE.
Dated: BANNER AEROSPACE, INC.
Countersigned: By:
Subscription Agent [CORPORATE SEAL] [Chief Executive Officer]
By: By:
Authorized Signature [Chief Financial Officer]
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BANNER AEROSPACE, INC.
RETURN TO SUBSCRIPTION AGENT
HARRIS TRUST COMPANY OF NEW YORK
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
Wall Street Station 77 Water Street, 4th Floor Receive Window
P.O. Box 1010 New York, New York 10005 77 Water Street, 5th Floor
New York, New York 10268-1010 New York, New York
INFORMATION TO BE COMPLETED BY HOLDER
TO SUBSCRIBE. Complete Part I and mail or deliver this certificate to the
Subscription Agent at the address listed above, together with the total
Subscription Price in U.S. funds by certified check, bank draft or money order
payable at par (without deduction for bank service charges or otherwise) to the
order of HARRIS TRUST COMPANY OF NEW YORK, as Subscription Agent. The duly
executed Subscription Certificate and payment of the total Subscription Price
must be received by the Subscription Agent prior to 5:00 p.m., New York City
time, on the Expiration Date.
If the exercising Rights holder is subscribing for shares of
Preferred Stock on behalf of beneficial owners of Common Stock, attach a
schedule to this certificate listing (i) the name of each beneficial owner
directing the exercise of Rights, (ii) the number of shares of Common Stock
owned by each such beneficial owner, and (iii) the number of shares of Preferred
Stock to which each beneficial owner subscribes pursuant to that person's
exercise of the Rights.
PART I - SUBSCRIPTION FOR SHARES OF PREFERRED STOCK
The undersigned hereby irrevocably subscribes for the number of shares
of Preferred Stock indicated below, on the terms and subject to the conditions
specified herein and in the Prospectus, receipt of which is hereby
acknowledged.
Number of shares of Preferred Stock subscribed for pursuant to the Rights
Offering at $9.20 per share:
------------------
Total price: $
----------
If the aggregate Subscription Price paid by an exercising Rights
holder is insufficient to cover the amount necessary to purchase the number
of shares of Preferred Stock that such holder indicates are being subscribed
for, or if any exercising Rights holder does not specify the number of shares
of Preferred Stock to be purchased, then such Rights holder will be deemed to
have exercised such holder's Rights 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 Preferred Stock for
which the Rights holder has indicated an intent to subscribe, the Rights holder
will receive promptly by mail a refund equal to the excess payment without
interest or deduction.
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 Preferred Stock to Rights
holders at the address on the label above.
(a) To be completed ONLY if the certificate representing the Preferred
Stock is to be issued in a name other than the registered holder shown above.
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COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW. (Please Print).
Name(s) in which stock is to be registered: .
----------------------
Street Address:
--------------------------------------
City: State: Zip Code:
-------------------- ------- -------------
Social Security or Tax ID#:
--------------------
(b) To be completed ONLY if the certificate representing the Preferred
Stock is to be sent to an address other than that shown above.
COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW. (Please Print).
Mail and Deliver to:
Name(s): .
----------------------
Street Address:
--------------------------------------
City: State: Zip Code:
-------------------- -------- -------------
Social Security or Tax ID#:
--------------------
ACKNOWLEDGMENT
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
Certificate. Under penalties of perjury, I/we certify that the information
contained herein, including the social security number or taxpayer
identification number given above and the schedule of beneficial owners, if
applicable, is correct. If Part II Special Issuance Instructions are completed,
I/we certify that although the certificate representing the Preferred Stock is
to be issued in a name other than the registered holder, beneficial ownership
of the Preferred 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
---------------------------------
Signature(s) of Registered Holder
Date: , 1997
---------------
If signature is by trustee(s), executor(s), administrator(s),
guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation of
another acting in a fiduciary or representative capacity, please provide the
following information. (Please print).
Name(s):
-------------------------------
Capacity (Full Title):
-------------------------
Address (Including Zip Code):
-------------------------------------
Daytime Phone:
-----------------------
Evening Phone:
-----------------------
Taxpayer Identification or Social Security Number:
------------------
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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 financial institution having an office or
correspondent office in the United States, or a member firm of any registered
United States national securities exchange or of the National Association of
Securities Dealers, Inc.
Authorized Signature:
------------------------
Name:
---------------------
Title:
---------------------
Dated:
---------------------
Name of Firm:
---------------------
Address:
-----------------------
Area Code and Telephone Number:
----------------------------
, 1997
- -------------
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INSTRUCTIONS AS TO THE USE OF
BANNER AEROSPACE, INC. SUBSCRIPTION CERTIFICATES
-------------------
CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the "Rights
Offering") by Banner Aerospace, Inc (the "Company"), to the holders of shares
of its common stock, par value $1.00 (the "Common Stock"), as described in the
Company's Prospectus dated ___________, 1997, (the "Prospectus"). Each holder
of Common Stock of record at 5:00 p.m., New York City time, on ___________,
1997 (the "Record Date") is entitled to receive, for every 4.5 shares of Common
Stock held, one non-transferable right (the "Rights"). No fractional Rights
will be issued; however, one Right will be issued in lieu of any fractional
Right to which a holder would otherwise be entitled. Such holders are entitled
to purchase one (1) share of Series A Convertible Paid-in-Kind Preferred Stock,
par value $.01 (the "Preferred Stock") for every Right held at a subscription
price of $9.20 per share of Preferred Stock (the "Subscription Price"). No
fractional shares of Preferred Stock will be issued, and no cash in lieu
thereof will be paid. In the event all holders of Common Stock (approximately
23 million shares outstanding) were to exercise all the Rights in the Rights
Offering, the Company would issue approximately 5 million shares of Preferred
Stock, for an aggregate consideration of approximately $48 million. See "THE
RIGHTS OFFERING" in the Prospectus.
The period during which the Rights may be exercised is referred to
herein as the "Subscription Period". The Rights expire at 5:00 p.m., New York
City time, on __________, 1997 (the "Expiration Date"). Rights not duly
exercised by such time will lapse and will be void and without value. The
Company reserves the right to extend the Subscription Period and the Expiration
Date, subject to obtaining any required regulatory approvals.
The number of Rights to which you are entitled and the number of
shares purchasable thereunder are printed on the face of your Subscription
Certificate. You should indicate your wishes with regard to the exercise of
your Rights by completing the Subscription Certificate and returning it to the
Subscription Agent in the envelope provided.
YOUR SUBSCRIPTION CERTIFICATES MUST BE RECEIVED BY THE SUBSCRIPTION
AGENT, OR GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR SUBSCRIPTION
CERTIFICATES MUST BE COMPLIED WITH, AND PAYMENT OF THE SUBSCRIPTION PRICE, MUST
BE RECEIVED BY THE SUBSCRIPTION AGENT, ON OR BEFORE 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE. YOU MAY NOT REVOKE ANY EXERCISE OF A RIGHT.
SUBSCRIPTION PRIVILEGES
To exercise Rights, send your properly completed and executed
Subscription Certificate, together with payment in full of the Subscription
Price for each share of Preferred Stock subscribed for pursuant to the Rights
Offering, to the Subscription Agent. Payment of the Subscription Price must be
made in U.S. dollars for the full number of shares of Preferred Stock being
subscribed for by certified check or bank draft drawn upon a U.S. bank or
postal, telegraphic or express money order payable at par (without deduction
for bank service charges or otherwise) to the order of HARRIS TRUST COMPANY OF
NEW YORK, as Subscription Agent. Alternatively, you may cause a written
guarantee substantially in the form delivered with these instructions (the
"Notice of Guaranteed Delivery") from a member firm of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States (each of the foregoing being an "Eligible
Institution"), to be received by the Subscription Agent at or prior to the
Expiration Date together with payment in full of the applicable Subscription
Price. Such Notice of Guaranteed Delivery must state your
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name, the number of Rights represented by your Subscription Certificate and the
number of shares of Preferred Stock being purchased pursuant to the Rights
Offering, and will guarantee the delivery to the Subscription Agent of your
properly completed and executed Subscription Certificate within three New York
Stock Exchange ("NYSE") trading days following the date of the Notice of
Guaranteed Delivery. If this procedure is followed, your Subscription
Certificate must be received by the Subscription Agent within three NYSE
trading days of the Notice of Guaranteed Delivery. Additional copies of the
Notice of Guaranteed Delivery may be obtained upon request from the
Subscription Agent at the address, or by calling the telephone number,
indicated below.
BANKS, BROKERS AND OTHER NOMINEE HOLDERS OF RIGHTS WHO EXERCISE RIGHTS
ON BEHALF OF BENEFICIAL OWNERS OF RIGHTS WILL BE REQUIRED TO CERTIFY TO THE
SUBSCRIPTION AGENT AND THE COMPANY AS TO (i) THE NUMBER OF SHARES OF COMMON
STOCK OWNED BY EACH BENEFICIAL OWNER ON WHOSE BEHALF SUCH NOMINEE HOLDER ACTS
AND (ii) THE NUMBER OF SHARES OF PREFERRED STOCK TO WHICH EACH BENEFICIAL OWNER
ON WHOSE BEHALF SUCH NOMINEE HOLDER ACTS SUBSCRIBES PURSUANT TO THAT PERSON'S
EXERCISE OF THE RIGHTS.
The address and telecopier number of the Subscription Agent are as
follows:
Harris Trust Company of New York
77 Water Street
New York, New York 10005
Tel: (212) 701-7624
Fax: (212) 701-7636/7
If you have not indicated the number of Rights being exercised, or if
you have not forwarded full payment of the Subscription Price for the number of
Rights that you have indicated are being exercised, you will be deemed to have
exercised your Rights with respect to the maximum number of whole Rights which
may be exercised for the Subscription Price payment delivered by you.
DELIVERY OF SHARES OF PREFERRED STOCK
Certificates for shares of Preferred Stock duly subscribed and paid for
will be mailed to the subscriber by the Subscription Agent as soon as
practicable (which is anticipated to be the _____ business day after the
Expiration Date) at the subscriber's registered address on the books of the
Company. See "Description of the Rights Offering" in the Prospectus.
EXECUTION
(a) Execution by Registered Holder. The signature on the
Subscription Certificate must correspond with the name of the registered holder
exactly as it appears on the face of the Subscription Certificate without any
alteration or change whatsoever. Persons who sign the Subscription Certificate
in a representative or other fiduciary capacity must indicate their capacity
when signing and, unless waived by the Subscription Agent in its sole and
absolute discretion, must present to the Subscription Agent satisfactory
evidence of their authority to so act.
(b) Execution by Person Other than Registered Holder. If the
Subscription Certificate is executed by a person other than the holder named on
the face of the Subscription Certificate, proper evidence of authority of the
person executing the Subscription Certificate must accompany the same unless,
for good cause, the Subscription Agent dispenses with proof of authority.
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(c) Signature Guarantees. Signatures must be guaranteed by an
Eligible Institution if (i) the subscriber specifies special payment or
delivery instructions pursuant to Part II of the Subscription Certificate or
(ii) the subscription is submitted for the account of an Eligible Institution.
METHOD OF DELIVERY
The method of delivery to the Subscription Agent of a Subscription
Certificate and payment of the Subscription Price is at the election and risk
of each stockholder. Subscription Certificates, together with payment of the
Subscription Price, should be sent with sufficient time to allow for delivery
prior to the Expiration Date. If delivery is made by regular mail service, the
use of registered or certified mail, return receipt requested, properly
insured, is recommended.
SPECIAL PROVISIONS RELATING TO THE DELIVERY OF RIGHTS
THROUGH THE DEPOSITORY TRUST COMPANY
In the case of holders of Rights that are held of record through The
Depository Trust Company ("DTC"), exercises of the Rights may be effected by
instructing DTC to transfer Rights (such Rights being "DTC Exercised Rights")
from the DTC account of such holder to the DTC account of the Subscription
Agent, together with payment of the Subscription Price for each share of
Preferred Stock subscribed for pursuant to the Rights Offering.
SUBSTITUTE FORM W-9
Each Rights holder who elects to exercise Rights should provide the
Subscription Agent with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is included as Exhibit A hereto. Additional copies
of Substitute Form W-9 may be obtained upon request from the Subscription Agent
or the Information Agent indicated above. Failure to provide the information
on the form may subject such holder to 31% Federal income tax withholding with
respect to dividends or other distributions that may be paid by the Company on
shares of Preferred Stock purchased upon the exercise of Rights.
DETERMINATIONS AS TO VALIDITY OF SUBSCRIPTIONS
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of any subscription will be determined by the Company,
in its sole discretion, which determination shall be final and binding. The
Company reserves the absolute right to reject any subscription if it is not in
proper form or if the acceptance thereof or the issuance of the Preferred Stock
pursuant thereto could be deemed unlawful. The Company also reserves the right
to waive any defect with regard to any particular subscription or request for
transfer. The Company and the Subscription Agent shall not be under any duty to
give notification of any defects or irregularities in subscriptions, nor shall
either of them incur any liability for failure to give such notification.
Subscriptions will not be deemed to have been made until any such defects or
irregularities have been cured or waived within such time as the Company shall
determine. Subscriptions with defects or irregularities which have not been
cured or waived will be returned by the Subscription Agent to the appropriate
holder of the Rights as soon as practicable.