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EXHIBIT 99.2:FORM OF INSTRUCTIONS FOR USE OF UNITED STATES LIME &
MINERALS, INC. SUBSCRIPTION CERTIFICATES
INSTRUCTIONS FOR USE OF
UNITED STATES LIME & MINERALS, INC.
SUBSCRIPTION CERTIFICATES
The following instructions relate to a rights offering (the "Rights
Offering") by United States Lime & Minerals, Inc., a Texas corporation (the
"Company"), to the holders of its common stock, par value $0.10 per share
("Common Stock"), as described in United States Lime & Minerals's prospectus
dated December 27, 2000 (the "Prospectus"). Holders of record of Common Stock,
except in the case of shares held through the Company's 401(k) plan (formerly
the ESOP) (the "Plan"), and the Company's employees and former employees who
beneficially own shares of the Company's common stock through the Plan, at the
close of business on December 26, 2000 (the "Record Date") will receive 0.4566
non-transferable subscription rights (the "Subscription Rights") for each share
of Common Stock held by them as of the close of business on the Record Date. An
aggregate of 1,818,181 Subscription Rights exercisable to purchase an aggregate
of 1,818,181 shares of the Common Stock of United States Lime & Minerals are
being distributed in connection with the Rights Offering. Each Subscription
Right is exercisable, upon payment of $5.50 (the "Subscription Price"), to
purchase one share of Common Stock (the "Basic Subscription Privilege"). In
addition, subject to the allocation described below, each Subscription Right
also carries the right to subscribe at the Subscription Price for an unlimited
number of additional shares of Common Stock (the "Over-Subscription Privilege")
(to the extent available, and subject to proration). See "About the Rights
Offering" in the Prospectus.
No fractional Subscription Rights or cash in lieu thereof will be issued or
paid. The total number of Subscription Rights issued to each shareholder will be
rounded down to the nearest full Subscription Right.
The Subscription Rights will expire at 5:00 p.m., Eastern Standard Time, on
February 5, 2001 (as it may be extended, the "Expiration Date").
The number of Subscription Rights to which you are entitled is printed on
the face of your Subscription Certificate. You should indicate your wishes with
regard to the exercise of your Subscription Rights by completing the appropriate
section on the back of your Subscription Certificate and returning the
Subscription Certificate to the Subscription Agent in the envelope provided.
THE SUBSCRIPTION AGENT MUST RECEIVE YOUR SUBSCRIPTION CERTIFICATE OR YOUR
NOTICE OF GUARANTEED DELIVERY ON OR BEFORE THE EXPIRATION DATE. IN ADDITION, THE
SUBSCRIPTION AGENT MUST RECEIVE PAYMENT OF THE SUBSCRIPTION PRICE, INCLUDING
FINAL CLEARANCE OF ANY CHECKS, FOR ALL SUBSCRIPTION RIGHTS EXERCISED, INCLUDING
SHARES PURCHASED PURSUANT TO THE OVER-SUBSCRIPTION PRIVILEGE, ON OR BEFORE THE
EXPIRATION DATE. ONCE A HOLDER OF SUBSCRIPTION RIGHTS HAS EXERCISED THE BASIC
SUBSCRIPTION PRIVILEGE AND/OR THE OVER-SUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY
NOT BE REVOKED.
1. Subscription Privileges. To exercise Subscription Rights, properly
complete and execute your Subscription Certificate and send it, together with
payment in full of the Subscription Price for each share of Common Stock
subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege, to the Subscription Agent. Delivery of the
Subscription Certificate must be made by mail, by hand delivery or by overnight
delivery. FACSIMILE DELIVERY OF THE SUBSCRIPTION CERTIFICATE WILL NOT BE
ACCEPTED AND WILL NOT CONSTITUTE VALID DELIVERY. All payments must be made in
United States dollars by (i) check or bank draft (cashier's check) drawn on a
U.S. bank or money order payable to Computershare Trust Company of New York, as
Subscription Agent or (ii) wire transfer of immediately available funds. Banks,
brokers, trusts, depositaries or other nominee holders of the Subscription
Rights who exercise the Basic Subscription Privilege and the Over-Subscription
Privilege on behalf of beneficial owners of Subscription Rights will be required
to certify to the Subscription Agent and the Company on a Nominee Holder
Certification Form, in connection with the exercise of the Over-Subscription
Privilege, as to the aggregate number of Subscription Rights that have been
exercised, and the number of shares of Common Stock that are being subscribed
for pursuant to
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the Over-Subscription Privilege, by each beneficial owner of Subscription Rights
on whose behalf such nominee holder is acting.
Acceptance of Payments. Payments will be deemed to have been received by
the Subscription Agent only upon (a) the clearance of any uncertified check or
(b) the receipt by the Subscription Agent of any certified check or bank draft
(cashier's check) drawn on a U.S. bank, money order or immediately available
funds transferred through a wire transfer. IF PAYING BY UNCERTIFIED CHECK,
PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY TAKE AT LEAST FIVE BUSINESS DAYS TO
CLEAR FOLLOWING RECEIPT BY THE SUBSCRIPTION AGENT. ACCORDINGLY, HOLDERS OF
SUBSCRIPTION RIGHTS WHO WISH TO PAY THE SUBSCRIPTION PRICE BY MEANS OF
UNCERTIFIED CHECKS ARE URGED TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE
EXPIRATION DATE TO ENSURE THAT THE SUBSCRIPTION AGENT RECEIVES CLEARED PAYMENT
BY SUCH DATE. YOU ARE URGED TO CONSIDER PAYMENT BY MEANS OF A CERTIFIED CHECK,
BANK DRAFT (CASHIER'S CHECK) OR MONEY ORDER.
Procedures for Guaranteed Delivery. You may deliver a written guarantee
substantially in the form available from the Subscription Agent (the "Notice of
Guaranteed Delivery") of 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, to the Subscription Agent on or prior to the Expiration Date
guaranteeing delivery of your properly completed and executed Subscription
Certificate within three OTC trading days following the date of the execution of
the Notice of Guaranteed Delivery. If this procedure is followed, the
Subscription Agent must receive your Subscription Certificate within three OTC
trading days of the date of execution 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 Subscription
Rights who exercise the Basic Subscription Privilege and the Over-Subscription
Privilege on behalf of beneficial owners of Subscription Rights will be required
to certify to the Subscription Agent and to the Company as to the aggregate
number of shares of Common Stock that are being subscribed for under the Basic
Subscription Privilege, and the number of shares of Common Stock that are being
subscribed for pursuant to the Over-Subscription Privilege, by each beneficial
owner of Subscription Rights on whose behalf such nominee holder is acting. In
the event such certification is not delivered in respect of a Subscription
Certificate, the Subscription Agent shall for all purposes (including for
purposes of any allocation in connection with the Over-Subscription Privilege)
be entitled to assume that such certificate is exercised on behalf of a single
beneficial owner. If more shares are subscribed for pursuant to the
Over-Subscription Privilege than are available for purchase, shares will be
allocated among beneficial owners exercising the Over-Subscription Privilege in
proportion to the number of shares purchased through the Basic Subscription
Privilege by each of those shareholders exercising the Over-Subscription
Privilege.
Contacting the Subscription Agent. The address, telephone and facsimile
numbers of the Subscription Agent are as follows:
If by Hand Delivery or Overnight Delivery:
Computershare Trust Company of New York
88 Pine Street, 19th Floor
New York, New York 10005
Telephone: (212) 701-7624
Facsimile: (212) 701-7636
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If by First Class Mail or Registered Mail:
Computershare Trust Company of New York
Wall Street Station
P.O. Box 1023
New York, New York 10268-1023
Telephone: (212) 701-7624
Facsimile: (212) 701-7636
Partial Exercises; Effect of Over- and Underpayments. If you exercise less
than all of the Subscription Rights evidenced by your Subscription Certificate,
the Subscription Agent will issue to you a new Subscription Certificate
evidencing the unexercised Subscription Rights. However, if you choose to have a
new Subscription Certificate sent to you, you may not receive any such new
Subscription Certificate in sufficient time to permit exercise of the
Subscription Rights evidenced thereby. If you have not indicated the number of
Subscription Rights being exercised, or if you do not deliver the dollar amount
sufficient to purchase the number of shares subscribed for, you will be deemed
to have exercised the Basic Subscription Privilege with respect to the maximum
number of whole Subscription Rights which may be exercised for the Subscription
Price payment you deliver. To the extent that the dollar amount you deliver
exceeds the product of the Subscription Price multiplied by the number of
Subscription Rights evidenced by the Subscription Certificate you deliver (such
excess being the "Subscription Excess"), you will be deemed to have exercised
your Over-Subscription Privilege to purchase, to the extent available, that
number of whole shares of Common Stock equal to the quotient obtained by
dividing the Subscription Excess by the Subscription Price.
2. Delivery of Stock Certificates, Etc. The following deliveries and
payments to you will be made to the address shown on the face of your
Subscription Certificate unless you provide instructions to the contrary on the
reverse side of your Subscription Certificate.
(a) Basic Subscription Privilege. As soon as practicable after the
valid exercise of Subscription Rights and the Expiration Date, the
Subscription Agent will mail to each exercising Subscription Rights holder
certificates representing shares of Common Stock purchased pursuant to the
Basic Subscription Privilege.
(b) Over-Subscription Privilege. As soon as practicable after the
Expiration Date and after all prorations and adjustments contemplated by
the terms of the Rights Offering have been effected, and taking into
account any delays or extensions in closing the over-subscription
purchases, the Subscription Agent will mail to each Subscription Rights
holder who validly exercises the Over-Subscription Privilege the number of
shares allocated to such Subscription Rights holder pursuant to the
Over-Subscription Privilege. See "About the Rights Offering" in the
Prospectus.
(c) Excess Payments. As soon as practicable after the Expiration Date
and after all prorations and adjustments contemplated by the terms of the
Rights Offering have been effected, the Subscription Agent will mail to
each Subscription Rights holder who exercises the Over-Subscription
Privilege any excess funds received (without interest or deduction) in
payment of the Subscription Price for shares that are subscribed for but
not allocated to such Subscription Rights holder pursuant to the
Over-Subscription Privilege.
3. To Have a Subscription Certificate Divided into Smaller
Denominations. To have a Subscription Certificate divided into certificates for
smaller numbers of Subscription Rights, send your Subscription Certificate,
together with complete instructions (including specification of the whole number
of Subscription Rights you wish to be evidenced by each new Subscription
Certificate) signed by you, to the Subscription Agent, allowing a sufficient
amount of time for the Subscription Certificates to be issued and returned so
that they can be used prior to the Expiration Date. Alternatively, you may ask a
bank or broker to effect such actions on your behalf. As a result of delays in
the mail, the time of the transmittal, the necessary processing time and other
factors, you may not receive such new Subscription Certificates in time to
enable you to complete an exercise by the Expiration Date. Neither the Company
nor the Subscription Agent will be liable to you for any such delays.
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4. 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 so to 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 the Subscription Agent, in its discretion,
dispenses with proof of authority.
(c) Signature Guarantees. Your signature must be guaranteed by an
Eligible Guarantor Institution if you specify special issuance or delivery
instructions.
5. Method of Delivery. The method of delivery of Subscription Certificates
and the payment of the Subscription Price to the Subscription Agent will be at
the election and risk of the Subscription Rights holder. If sent by mail, it is
recommended that they be sent by registered mail, properly insured, with return
receipt requested, and that a sufficient number of days be allowed to ensure
delivery to the Subscription Agent prior to the Expiration Date.
6. Special Provisions Relating to the Delivery of Subscription Rights
through Depository Facility Participants. In the case of holders of
Subscription Rights that are held of record through The Depository Trust Company
("DTC"), exercises of the Basic Subscription Privilege and the Over-
Subscription Privilege may be effected by instructing DTC to transfer
Subscription Rights (such Subscription Rights, "Depository 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 Common Stock subscribed
for pursuant to the Basic Subscription Privilege and the Over-Subscription
Privilege.