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EXHIBIT 99.1
868224 11 4
- ---------------------------------------- ----------------
SUBSCRIPTION CERTIFICATE NUMBER CUSIP NUMBER
Shares
- ----------------------------------------
RIGHT TO SUBSCRIBE
SUBSCRIPTION CERTIFICATE FOR RIGHTS OFFERING
TO HOLDERS OF RECORD ON OCTOBER 30, 1998
SUPERIOR NATIONAL INSURANCE GROUP, INC.
Superior National Insurance Group, Inc. (the "Company") is conducting a
rights offering (the "Rights Offering") which entitles each holder of the
Company's common stock, $.01 par value per share (the "Common Stock"), as of the
close of business on October 30, 1998 (the "Record Date") to receive one
transferable right (a "Right") for each share of Common Stock held of record on
the Record Date. Each Right entitles the holder thereof to subscribe for and
purchase one share of the Company's Common Stock (the "Underlying Common
Shares"), at a subscription price of $16.75 (the "Subscription Price") for each
Underlying Share (the "Subscription Privilege"), subject to the conditions set
forth in the Prospectus dated , 1998 (the "Prospectus"). Listed
above is the number of Underlying Common Shares to which the holder of this
Certificate 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. A COPY OF THE PROSPECTUS HAS BEEN
DELIVERED TO YOU HEREWITH. UNDEFINED CAPITALIZED TERMS USED HEREIN ARE DEFINED
IN THE PROSPECTUS.
WILMINGTON TRUST COMPANY (THE "SUBSCRIPTION AGENT") MUST RECEIVE THE
SUBSCRIPTION ORDER FORM (FORM 1 ATTACHED HERETO) WITH PAYMENT IN IMMEDIATELY
AVAILABLE FUNDS BY 5:00 P.M., NEW YORK CITY TIME, ON , 1998 (UNLESS
EXTENDED, IN THE SOLE DISCRETION OF THE COMPANY, THE "EXPIRATION DATE") ANY
RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE WILL BE NULL AND VOID. IF
IMMEDIATELY AVAILABLE FUNDS ARE NOT DELIVERED ON OR BEFORE THE EXPIRATION DATE,
THE RIGHTS WILL EXPIRE AND ANY PURPORTED EXERCISE WILL BE VOID. ANY SUBSCRIPTION
FOR THE UNDERLYING SHARES IN THE RIGHTS OFFERING MADE HEREBY IS IRREVOCABLE.
The Address of the Subscription Agent is:
Wilmington Trust Company
[To Come]
The Rights represented by this Subscription Certificate may be exercised by
duly completing Form 1. The Rights represented by this Subscription Certificate
may be transferred, assigned, or sold through a bank or broker by duly
completing Form 2. Share certificates may be issued to or may be sent to someone
other than the registered holder or to an address other than that appearing on
the face of this Subscription Certificate by duly completing Form 3. Rights
holders are advised to review carefully and in its entirety the Prospectus, a
copy of which has been delivered herewith, before exercising, transferring,
assigning or selling their Rights.
The registered owner whose name appears hereon, or such registered owner's
assigns, is entitled to subscribe for the Underlying Common Shares upon the
terms and subject to the conditions set forth in the Prospectus and instructions
relating to the use thereof.
2
Certificate No. __________
Because of the Company's desire to complete the Acquisition as soon as
possible after the Expiration Date, the Company is requiring that all
Subscription Price payments be made in IMMEDIATELY AVAILABLE FUNDS on or before
the Expiration Date. HOLDERS EXERCISING RIGHTS IN THE WEEK PRIOR TO THE
EXPIRATION DATE ARE URGED TO DELIVER IMMEDIATELY AVAILABLE FUNDS TO THE
SUBSCRIPTION AGENT, BY WIRE TRANSFER IF POSSIBLE. Although personal checks may
be accepted, to the extent that a check does not clear by the Expiration Date,
the subscription will not be valid.
THIS SUBSCRIPTION CERTIFICATE IS TRANSFERABLE AND MAY BE COMBINED OR
DIVIDED (BUT ONLY INTO SUBSCRIPTION CERTIFICATES EVIDENCING A WHOLE NUMBER OF
RIGHTS) AT THE SUBSCRIPTION AGENT'S OFFICE.
RIGHTS HOLDERS SHOULD BE AWARE IF THEY CHOOSE TO EXERCISE OR TRANSFER LESS
THAN ALL OF THE RIGHTS EVIDENCED HEREBY, A NEW SUBSCRIPTION CERTIFICATE MAY NOT
BE RECEIVED IN SUFFICIENT TIME TO EXERCISE OR TRANSFER THE REMAINING RIGHTS
EVIDENCED THEREBY. NEITHER THE COMPANY NOR THE SUBSCRIPTION AGENT SHALL HAVE ANY
LIABILITY TO A TRANSFEREE OR TRANSFEROR OF RIGHTS IF SUBSCRIPTION CERTIFICATES
ARE NOT RECEIVED IN TIME FOR EXERCISE, TRANSFER, ASSIGNMENT OR SALE PRIOR TO THE
RIGHTS EXPIRATION DATE.
AN EXERCISE OF RIGHTS EVIDENCED HEREBY IS IRREVOCABLE.
FOR FURTHER INFORMATION CONCERNING COMPLETION AND EXECUTION OF THE ATTACHED
FORMS, PLEASE CONTACT THE INFORMATION AGENT, CORPORATE INVESTOR COMMUNICATIONS,
AT 1-800- - .
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Certificate No. __________
FORM 1
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises one or
more Rights to subscribe for the Underlying Common Shares as indicated below, on
the terms and conditions specified in the Prospectus, receipt of which is hereby
acknowledged.
The Company will accept or reject this subscription in accordance with the
terms set forth in the Prospectus. All questions concerning the timeliness,
validity, form and eligibility of any exercise of Rights will be determined by
the Company, whose determinations shall be final and binding.
Shares of Common Stock will be issuable promptly upon the valid exercise of
this Shareholder Rights Subscription Certificate and certificates delivered
immediately after completion of the Acquisition. Such shares will be registered
in the same manner as set forth on the face of this Shareholder Rights
Subscription Certificate unless otherwise set forth below. If your shares are
held in joint ownership, all joint owners must sign. When signing as a
fiduciary, representative or corporate officer, give full title as such.
(a) Number of Rights exercised pursuant to the Subscription Certificate:
_________ X $16.75 = $________ payment
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
[ ] Bank draft, certified check or money order payable to "Wilmington
Trust Company, as Subscription Agent"
[ ] Wire transfer directed to Wilmington Trust Company, ABA No.
, Credit Account No. (Superior National Rights
Offering), Attention: The confirmation of the wire should reference
this Subscription Certificate Number and name of the Subscriber.
[ ] Personal check payable to "Wilmington Trust Company, as
Subscription Agent" PAYMENT BY PERSONAL CHECK IS NOT RECOMMENDED
BECAUSE IMMEDIATELY AVAILABLE FUNDS MUST BE RECEIVED ON OR PRIOR TO
THE EXPIRATION DATE.
(b) If the Rights being exercised pursuant the Subscription Privilege do
not account for all of the Rights represented by this Subscription
Certificate (check only one):
[ ] Deliver to the undersigned a new Subscription Certificate
evidencing the remaining Rights to which the undersigned is
entitled.
[ ] Deliver a new Subscription Certificate in accordance with the
undersigned's Form 2 instructions (which include any required
signature guarantees).
[ ] Sell the remaining unexercised Rights in accordance with the
undersigned's Form 2 instructions.
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Certificate No. __________
If the total Subscription Price enclosed or transmitted is insufficient to
purchase the total number of shares included in line (a), or if the number of
shares being subscribed for is not specified, the Rights Holder exercising this
Subscription Certificate shall be deemed to have subscribed for the maximum
amount of shares that could be subscribed for upon payment of such amount. To
the extent any portion of the Subscription Price enclosed or transmitted exceeds
the amount required for the Subscription, such excess funds shall be mailed to
the subscriber without interest or deduction as soon as practicable.
- ----------------------------------------------------- Address for delivery of Common Stock:
Subscriber's Signature(s)
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Printed Name(s)
-----------------------------------------------------
- -----------------------------------------------------
Telephone No.: ( -----) ----------------------------
Return to: [Subscription Agent]
By Mail: By Hand/Overnight Delivery:
Wilmington Trust Company Wilmington Trust Company
[Address] [Address]
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Certificate No. ________
FORM 2
TO TRANSFER YOUR SUBSCRIPTION CERTIFICATE OR SOME OR ALL OF YOUR RIGHTS, OR TO
EXERCISE OR SELL RIGHTS THROUGH YOUR BANK OR BROKER: For value received, the
number of Rights represented by this Subscription Certificate as set forth below
are hereby assigned to (please print name and address and Taxpayer
Identification Number or Social Security Number of transferee in full):
Name of Transferee:
------------------------------------------------------------
(Please Print)
Address:
------------------------------------------------------------
------------------------------------------------------------
(Include Zip Code)
Social Security Number or Taxpayer Identification Number:
- --------------------------------------------------------------------------------
Number of Rights transferred: --------------------------------------------------
Dated: -------------------------------------- , 1998
Signature(s) Guaranteed by: Signature(s) of Transferor(s):
- ----------------------------------------------------- -----------------------------------------------------
-----------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE Printed name(s) of Transferor(s):
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH -----------------------------------------------------
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE
GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
-----------------------------------------------------
NOTE: The signature must correspond with the name as
written and the name must be that of the registered
owner.
Proceeds from the sale of Rights may be subject to backup withholding of
U.S. taxes unless the Seller's correct taxpayer identification number, typically
the Seller's social security or federal employer identification number, on a
valid Form W-9 or substitute form (or in the case of a non-U.S. Seller, a valid
Form W-8) is on file with the Subscription Agent or, alternatively, the Seller
establishes another basis for exemption from backup withholding.
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Certificate No. ____________
FORM 3
SPECIAL DELIVERY INSTRUCTIONS: Unless otherwise indicated below, the
Subscription Agent is hereby authorized to issue and deliver any check and
certificates for Common Stock to the undersigned at the address appearing on the
face of this Subscription Certificate.
1. SPECIAL DELIVERY INSTRUCTIONS: (See Section 3 of the Instructions).
To be completed ONLY if the name in which the certificate representing the
Common Stock is to be issued is to someone other than the registered holder
of this Subscription Certificate.
Issue and mail to:
Name:
- ------------------------------------
(Please Print)
Address:
- ------------------------------------
- ------------------------------------
(Include Zip Code)
Social Security Number or Taxpayer Identification Number:
- ------------------------------------------------------
IMPORTANT: RIGHTS HOLDERS SIGN HERE AND, IF RIGHTS ARE BEING TRANSFERRED
ASSIGNED OR SOLD, COMPLETE THE ATTACHED FORM W-9.
Dated:
- -------------------------------------- , 1998
Signature(s) of Registered Holder(s) Printed name(s) of Registered Holder(s):
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Signature(s) Guaranteed by:
- ----------------------------------------------------- -----------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE
GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
Must be signed by the registered holder(s) as name(s) appear(s) on this
Subscription Certificate. If signature is by trustee(s), executor(s),
administrator(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. See the Instructions.
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Certificate No. ____________
Name:
- ------------------------------------
(Please Print)
Capacity (Full Title):
- ------------------------------------
Address:
- ------------------------------------
- ------------------------------------
(Include Zip Code)
Tax Identification or Social
Security Number:
- ------------------------------------
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INSTRUCTIONS FOR USE OF RIGHTS SUBSCRIPTION CERTIFICATE
------------------------
SUPERIOR NATIONAL INSURANCE GROUP, INC.
------------------------
CONSULT THE INFORMATION AGENT OR YOUR BANK OR BROKER
IF YOU HAVE ANY QUESTIONS AFTER READING THESE INSTRUCTIONS.
------------------------
These instructions are being sent in connection with the rights offering
(the "Rights Offering") by Superior National Insurance Group, Inc., a Delaware
corporation (the "Company"), to the holders of its Common Stock, par value $.01
per share (the "Common Stock"), and outstanding warrants to purchase Common
Stock, as described in the Company's Prospectus dated , 1998
(the "Prospectus"). The following summarizes the terms of the Rights Offering.
Holders of record of Common Stock at the close of business on
, 1998 (the "Record Date") shall receive one transferable
subscription right (a "Right") for each share of Common Stock held on the
Record Date. Each Right entitles the holder of the Right to subscribe for
and purchase from the Company one share of Common Stock at the subscription
price (the "Subscription Price") of $16.75 per share (the "Subscription
Privilege"). The Rights will expire at 5:00 p.m., New York City time on
November 20, 1998, unless extended by the Company (the "Expiration Date").
The number of 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 or transfer of your Rights by completing the
appropriate form or forms on the reverse side of your Subscription
Certificate and returning the Subscription Certificate to the Subscription
Agent in the envelope provided.
YOUR SUBSCRIPTION CERTIFICATE OR NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE SUBSCRIPTION AGENT AND PAYMENT OF THE SUBSCRIPTION PRICE,
INCLUDING FINAL CLEARANCE OF ANY UNCERTIFIED CHECKS, MUST BE RECEIVED BY THE
SUBSCRIPTION AGENT AT OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON ,
1998. YOU MAY NOT REVOKE ANY EXERCISE OF A RIGHT.
1. Subscription Privileges.
a. How to Exercise Rights. To exercise your Rights, complete the front
of your Subscription Certificate and send to the Subscription Agent your
properly completed and executed Subscription Certificate, with payment in
full of the Subscription Price for each Share of Common Stock subscribed
for under the Rights Offering. Payment of the Subscription Price must be
made in U.S. dollars for the full number of shares of Common Stock being
subscribed for (a) by check or bank draft drawn upon a U.S. bank, or
postal, telegraphic or express money order, in each case, payable to
"Wilmington Trust Company, as Subscription Agent," or (b) by wire transfer
of same day funds to the account maintained by the Subscription Agent for
the purpose of accepting subscriptions described in Section 2 below. The
Subscription Price will be deemed to have been received by the Subscription
Agent only upon (i) clearance of any uncertified check, (ii) receipt by the
Subscription Agent of any certified check or bank draft drawn upon a U.S.
bank, or of any postal, telegraphic or express money order or (iii) receipt
of collected funds in the Subscription Agent's account designated above.
IF PAYING BY UNCERTIFIED CHECK, PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY
TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR. ACCORDINGLY, RIGHTS HOLDERS WHO
WISH TO PAY THE SUBSCRIPTION PRICE BY MEANS OF UNCERTIFIED CHECK ARE URGED
TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE RIGHTS EXPIRATION DATE TO
ENSURE THAT SUCH PAYMENT IS RECEIVED AND CLEARS BEFORE THE EXPIRATION TIME
AND ARE URGED TO CONSIDER, IN THE ALTERNATIVE, PAYMENT BY MEANS OF
CERTIFIED CHECK, BANK DRAFT, MONEY ORDER OR WIRE TRANSFER OF FUNDS.
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If you exercise less than all of the Rights evidenced by your
Subscription Certificate by so indicating on Form 1 attached to your
Subscription Certificate, the Subscription Agent will either (i) issue you
a new Subscription Certificate representing the remaining Rights, (ii) if
you so indicate on your Subscription Certificate, issue a new Subscription
Certificate to a designated transferee, or (iii) sell the remaining
unexercised Rights in accordance with your instructions. If no indication
is made, the Subscription Agent will issue you a new Subscription
Certificate evidencing your unexercised Rights. If you choose, however, to
have a new Subscription Certificate sent to you or a designated transferee,
any such new Subscription Certificate may not be received in sufficient
time to permit you or the designated transferee to sell or exercise the
Rights evidenced thereby.
A new Subscription Certificate will be issued to a submitting Rights
Holder, or to any designated transferee, upon the partial exercise or sale
of Rights only if the Subscription Agent received a properly endorsed
Subscription Certificate no later than 5:00 p.m., New York City time, on
, 1998. After such time, no new Subscription Certificates
will be issued.
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, then you will
be deemed to have subscribed for the maximum amount of shares that could be
subscribed for upon payment of such amount. To the extent any portion of
the Subscription Price enclosed or transmitted exceeds the amount required
for the Subscription, such excess funds shall be mailed to the subscriber
without interest or deduction as soon as practicable.
b. Exercise of Rights through a Nominee. Banks, brokers and other
nominees who exercise the Subscription Privilege on behalf of the
beneficial owners of Rights will be required to certify to the Subscription
Agent and the Company, by delivery to the Subscription Agent of a Nominee
Holder Subscription Certification in the form available from the
Subscription Agent or the Information Agent, the aggregate number of Rights
as to which the Subscription Privilege is being exercised and the number of
shares of Common Stock thereby subscribed for by each beneficial owner of
Rights on whose behalf such nominee holder is acting.
2. The Subscription Agent.
The address, telephone and facsimile numbers of, and wire information
for, the Subscription Agent are as follows:
By Mail: -----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
By Hand or
Overnight: -----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
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By Wire: ----------------------------------------------[Bank]
-----------------------------------------------------
ABA: -----------------------------------------------
Credit Acct. # -------------------------------------
--------------- (Superior National Rights Offering )
Attn: ----------------------------------------------
(___) ----------------------------------------------
Facsimile: (For Eligible Institutions Only): (___) ------------------------------
For Confirming Fax ONLY: (___) ------------------------------
3. Information Agent.
If you have questions regarding how to properly complete the
Subscription Certificate or any document related thereto, please contact
the Information Agent.
The address and telephone number of the Information Agent are as
follows:
---------------------------------------------
---------------------------------------------
---------------------------------------------
(___) ---------------------------------------
4. Issuance and Delivery of Stock Certificates. The following issuances,
deliveries and payments will be made to you at your address of record on the
Record Date unless you provide special payment, issuance or delivery
instructions to the contrary by completing the applicable part of your
Subscription Certificate. See "The Stock Offering -- Exercise of Rights" in the
Prospectus.
a. Subscription Privilege. As soon as practicable after November 20,
1998, the Subscription Agent will issue and mail in accordance with the
instruction of the exercising Rights Holder, a certificate representing the
shares of Common Stock purchased under the Subscription Privilege. See "The
Stock Offering -- Exercise of Rights" in the Prospectus.
b. Refunding of Excess Payments. As soon as practicable after November
20, 1998, the Subscription Agent will return by mail without interest or
deduction, any excess funds received in payment of the Subscription Price
for shares of Common Stock.
5. Sale or Transfer of Rights.
a. Sale of Rights Through a Bank, Broker or other Nominee. To sell or
transfer all Rights evidenced by a Subscription Certificate through your
bank, broker or other nominee, so indicate on your Subscription Certificate
and deliver your properly completed and executed Subscription Certificate
to your bank or broker. Your Subscription Certificate should be delivered
to your bank or broker in sufficient time for the Rights to be sold. If the
form on the reverse of your Subscription Certificate is completed without
designating a transferee, the Subscription Agent may thereafter treat the
bearer of the Subscription Certificate as the absolute owner of all of the
Rights evidenced by such Subscription Certificate for all purposes, and the
Subscription Agent will not be affected by any notice to the contrary.
b. Transfer of Rights to a Designated Transferee. To sell or transfer
all of your Rights, you must complete the form on the reverse of your
Subscription Certificate in its entirety, execute the Subscription
Certificate and have your signature guaranteed by a bank, broker, dealer,
municipal securities dealer, municipal securities broker, government
securities dealer, government securities broker, credit union, national
securities exchange, registered securities association, or clearing agency
or savings association (an "Eligible Guarantor Institution"). A
Subscription Certificate that has been properly transferred in its
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entirety may be exercised by a new Rights Holder without having a new
Subscription Certificate issued. To exercise, or otherwise take action with
respect to, such a transferred Subscription Certificate, the new Rights
Holder should deliver the Subscription Certificate, together with payment
of the applicable Subscription Price and complete separate instructions
signed by the new Rights Holder to the Subscription Agent in sufficient
time to permit the Subscription Agent to take the desired action. Only the
Subscription Agent can issue Subscription Certificates. However, you may
transfer a portion of the Rights evidenced by a single Subscription
Certificate (but not fractional Rights) by delivering to the Subscription
Agent a Subscription Certificate properly endorsed for transfer, with
instructions to register that portion of the Rights indicated therein in
the name of the transferee and to issue a new Subscription Certificate to
the transferee evidencing the transferred Rights. In that event, a new
Subscription Certificate evidencing the balance of the Rights will be
issued to you or if you so instruct, to an additional transferee.
Alternatively, you may divide your Subscription Certificate into new
Subscription Certificates evidencing appropriate numbers of Rights for
transfer by following the instructions in Section 6 below.
If you wish to transfer all or a portion of your Rights (but not
fractional Rights), you should allow a sufficient amount of time prior to
the Expiration Date for (i) the transfer instructions to be received and
processed by the Subscription Agent, (ii) new Subscription Certificates to
be issued and transmitted to the transferee(s), with respect to transferred
Rights, and to you with respect to retained Rights, if any, and (iii) the
Rights evidenced by the new Subscription Certificates to be exercised or
sold by the recipients thereof. Such amount of time could range from two to
four business days, depending upon the method by which delivery of the
Subscription Certificate and payment is made and the number of transactions
which you instruct the Subscription Agent to effect. Neither the Company
nor the Subscription Agent will have any liability to a transferee or
transferor of Rights if Subscription Certificates are not received in time
for exercise or sale prior to November 20, 1998.
6. Dividing a Subscription Certificate. To have your Subscription
Certificate divided into two or more Subscription Certificates, evidencing the
same aggregate number of Rights, send your Subscription Certificate, together
with complete separate instructions (including specification of the
denominations into which you wish your rights to be divided) signed by you, to
the Subscription Agent, allowing a sufficient amount of time for new
Subscription Certificates to be issued and returned so they can be used prior to
the Expiration Date. Alternatively, you may ask a bank or broker to effect such
action on your behalf. Your signature must be guaranteed by an Eligible
Guarantor Institution (as defined in Section 5) if any of the new Subscription
Certificates are to be issued in a name other than that in which the original
Subscription Certificate was issued. Subscription Certificates may not be
divided into fractional Rights, and any instruction to do so will be rejected.
As a result of delays in the mail, the time of the transmittal, the necessary
processing time and other factors, you or your transferee may not receive such
new Subscription Certificates in time to enable the Rights Holder to complete a
sale or exercise by November 20, 1998. Neither the Company nor the Subscription
Agent will be liable to either a transferor or transferee for any such delays.
7. Signatures.
a. Execution by Rights Holder. The signature on the Subscription
Certificate must correspond with the name of the Rights 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 Company 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 Rights Holder. If the Subscription
Certificate is executed by a person other than the Rights 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 Company dispenses with proof of authority.
c. Signature Guarantees. Unless your Subscription Certificate (i)
provides that the shares of Common Stock to be issued pursuant to the
exercise of Rights are to be issued to you or (ii) is submitted
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for the account of an Eligible Institution (as defined in Section 1), your
signature on each Subscription Certificate must be guaranteed by an
Eligible Guarantor Institution (as defined in Section 5).
8. Method of Delivery. The method of delivery of Subscription Certificates
and payment of the Subscription Price to the Subscription Agent will be at your
election and risk, but, if sent by mail, you are urged to send such materials by
registered mail, properly insured, with return receipt requested, and are urged
to allow a sufficient number of days to ensure delivery to the Subscription
Agent, if you are paying by uncertified check, for the clearance of payment of
the Subscription Price prior to November 20, 1998. Because uncertified checks
may take at least five business days to clear, you are strongly urged to
consider payment by means of certified check, cashier's check, money order or
wire transfer.
9. Form W-9. Each Rights Holder who elects to exercise Rights should
provide the Subscription Agent with a correct Taxpayer Identification Number on
the Form W-9 attached to the Subscription Certificate. Additional copies of Form
W-9 may be obtained upon request from the Information Agent or Subscription
Agent. Failure to provide the information on the Form W-9 may subject such
Rights Holder to a $50 penalty and to a 31% Federal income tax withholding with
respect to dividends that may be paid by the Company on shares of Common Stock
purchased upon the exercise of Rights (for those Rights Holders exercising
Rights).
10. Transfer Taxes. Except for the fees charged by the Subscription Agent
(which will be paid by the Company as described in Section 3 above), all
commissions, fees and other expenses (including brokerage commissions and
transfer taxes) incurred in connection with the purchase, sale or exercise of
Rights will be for the account of the Rights Holder, and none of such
commissions, fees or expenses will be paid by the Company or the Subscription
Agent.
11. Irregularities. All questions concerning the timeliness, validity, form
and eligibility of any exercise of Rights will be determined by the Company,
whose determinations will be final and binding. The Company, in its sole
discretion, may waive any defect or irregularity, or permit a defect or
irregularity to be corrected within such time as it may determine, or reject the
purported exercise of any Right. Subscription Certificates will not be deemed to
have been received or accepted until all irregularities have been waived or
cured within such time as the Company determines, in its sole discretion.
Neither the Company nor the Subscription Agent will be under any duty to give
notification of any defect or irregularity in connection with the submission of
Subscription Certificates or incur any liability for failure to give such
notification. The Company reserves the right to reject any exercise if such
exercise is not in accordance with the terms of the Rights Offering or not in
proper form or if the acceptance thereof or the issuance of these shares of
Common Stock pursuant thereto could be deemed unlawful.
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- --------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY TIN ........................
FORM W-9 SIGNING AND DATING BELOW SOCIAL SECURITY NUMBER OR
EMPLOYER IDENTIFICATION NUMBER
--------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 2
INTERNAL REVENUE SERVICE AWAITING
TIN [ ]
---------------------------------------
CERTIFICATION -- UNDER THE 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), (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER
BECAUSE I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE ("IRS") THAT I AM
SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR
DIVIDENDS OR THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP
WITHHOLDING, AND (3) ANY OTHER INFORMATION PROVIDED ON THIS FORM IS TRUE AND
CORRECT.
PAYOR'S REQUEST FOR TAXPAYER SIGNATURE ......................................................DATE ...............
IDENTIFICATION NUMBER (TIN)
AND CERTIFICATION You must cross out item (2) above if you have been notified by the IRS that you are
subject to backup withholding because of underreporting interest or dividends on
your tax return and you have not been notified by the IRS that you are no longer
subject to backup withholding.
- ------------------------------------------
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by one
hyphen: i.e., 00-0000000. The table below will help determine the number to give
the payor.
- -------------------------------------------------------------- --------------------------------------------------------
GIVE THE GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF -- NUMBER OF --
- -------------------------------------------------------------- --------------------------------------------------------
1. An individual's account The individual 6. A valid trust, estate, The legal entity (Do
or pension trust not furnish the
2. Two or more individuals The actual owner of identifying number of
(joint account) the account or, if the personal
combined funds, the representative or
first individual on trustee unless the
the account(1) legal entity itself is
not designated in the
3. Custodian account of a minor The minor(2) account title)(4)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee(1) 7. Corporate account The corporation
trust account (grantor is
also trustee) 8. Association, club, The organization
religious, charitable,
b. So-called trust account that The actual owner(1) educational or other
is not a legal or valid tax-exempt organization
trust under State law
9. Partnership account The partnership
5. Sole proprietorship account The owner(3)
10. A broker or registered The broker or nominee
nominee
11. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school
district or prison) that
receives agricultural
program payments
- -------------------------------------------------------------- --------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner.
(4) List first and circle the name of the valid trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
15
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempt from backup withholding on ALL payments include the
following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under 403(b)(7).
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- - An international organization or any agency, or instrumentality thereof.
- - A dealer in securities or commodities required to register in the U.S. or a
possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - A trust exempt from tax under Section 644 or described in Section 4947.
- - An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- - A foreign central bank of issue.
- - Payments made to a middleman known in the investment community as a nominee
or listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List.
- - A futures commission merchant registered with the Commodity Futures Trading
Commission.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- - Payments of patronage dividends where the amount received is not paid in
money.
- - Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payor's trade or business and you have
not provided your correct taxpayer identification number to the payor.
- - Payments of tax-exempt interest (including exempt interest dividends under
Section 852).
- - Payments described in Section 6049(b)(5) to nonresident aliens.
- - Payments of tax-free covenant bonds under Section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid by you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR, IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see Sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A, and 6050N, and the regulations thereunder.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, interest
or other payments to give taxpayer identification numbers to payers who must
report the payments to IRS. IRS uses the numbers for identification purposes.
Payors must be given the numbers whether or not recipients are required to file
tax returns. Payors must generally withhold 20% of certain taxable payments to a
payee who does not furnish a taxpayer identification number to a payor. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payor, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN PAYMENTS.--If you fail to include properly on your
tax return certain items reported to the IRS such failure will be treated as
being due to negligence and will be subject to a penalty of 5% on any portion of
an under payment of tax attributable to that failure unless there is clear and
convincing evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE