EXHIBIT 99.1
CD&L, INC.
INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES
CONSULT CD&L, YOUR BANK OR BROKER IF YOU HAVE ANY QUESTIONS.
The following instructions relate to a rights offering (the "Rights
Offering") by CD&L, Inc., a Delaware corporation (the "Company"), to the
holders of record (collectively, the "Recordholders") of its common stock, par
value $.001 per share (the "Common Stock"), options to purchase Common Stock
(the "Options") and certain convertible notes (the "Notes") at the close of
business on , 2004 (the "Record Date"), as described in the Company's
Prospectus dated , 2004 (the "Prospectus"). The Recordholders are
receiving non-transferable subscription rights (the "Rights") to subscribe for
and purchase shares of Common Stock (the "Underlying Shares"). An aggregate of
2,784,578 million Underlying Shares are being offered by the Prospectus.
Each Recordholder will receive .25 Rights for each share of Common Stock
that the Recordholder directly held or was entitled to receive upon exercise
of the Options and conversion of the Notes on the Record Date.
The Rights will expire, if not exercised, by 5:00 p.m., New York City time,
on , 2004, unless extended in the sole discretion of the Company (as it
may be extended, the "Expiration Time"). After the Expiration Time,
unexercised Rights will be void. The Company will not be obligated to honor
any purported exercise of Rights received by American Stock Transfer & Trust
Company (the "Subscription Agent") after the Expiration Time, regardless of
when the documents relating to the exercise were sent, except pursuant to the
Guaranteed Delivery Procedures described below. The Company may extend the
Expiration Time by giving oral or written notice to the Subscription Agent on
or before the Expiration Time, followed by a press release no later than 9:00
a.m., New York City time, on the next business day after the most recently
announced Expiration Time. The Rights will be evidenced by non-transferable
subscription rights certificates (the "Rights Certificates").
The number of Rights to which you are entitled is printed on the face of
your Rights Certificate ("Basic Subscription Privilege"). Each whole Right
allows the holder thereof to subscribe for one share of Common Stock at the
subscription price of $1.016 per share of Common Stock (the "Subscription
Price").
If you exercise your Basic Subscription Privilege in full, you may also
subscribe for additional shares of Common Stock that other stockholders have
not purchased under their Basic Subscription Privilege ("Oversubscription
Privilege"). For example, if your Basic Subscription Privilege entitled you to
purchase 100 shares of Common Stock, you could subscribe for up to 100
additional shares of Common Stock under your Oversubscription Privilege. If
there are not enough Underlying Shares available to fill all such
subscriptions for additional shares, the available Underlying Shares will be
allocated pro rata based on the number of Underlying Shares each subscriber
for additional Underlying Shares has elected to purchase under the
Oversubscription Privilege. You can elect to exercise the Oversubscription
Privilege only at the same time you exercise your Basic Subscription Privilege
in full. We will not allocate to you more than the number of Underlying Shares
that you have actually subscribed and paid for, and no stockholder will be
entitled to purchase more than one times his Basic Subscription Privilege. If
we do not allocate to you all of the Underlying shares that you have
subscribed for under the Oversubscription Privilege, we will refund by mail to
you any payment you have made for Underlying Shares which are not available to
issue to you, as soon as practicable after completion of this rights offering.
Interest will not be payable on amounts refunded. For purposes of the
Oversubscription Privilege, you would only count the shares you own in your
own name, and not other shares that might, for example, be jointly held with a
spouse, held as a custodian for someone else, or held in an individual
retirement account.
The number of Rights to which you are entitled is printed on the face of
your Rights Certificate. You should indicate your wishes with regard to the
exercise of your Rights by completing the appropriate portions of your Rights
Certificate and returning the certificate to the Subscription Agent in the
envelope provided.
YOUR RIGHTS CERTIFICATES, OR NOTICE OF GUARANTEED DELIVERY, AND SUBSCRIPTION
PRICE PAYMENT, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY
THE SUBSCRIPTION AGENT ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION TIME. ONCE YOU HAVE EXERCISED A RIGHT, SUCH EXERCISE MAY NOT BE
REVOKED. RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION TIME OF THE RIGHTS
OFFERING WILL EXPIRE.
1. METHOD OF SUBSCRIPTION-EXERCISE OF RIGHTS.
To exercise your Rights, complete your Rights Certificate and send the
properly completed and executed Rights Certificate evidencing such Rights with
any signatures required to be guaranteed so guaranteed, together with payment
in full of the Subscription Price for each Underlying Share subscribed for
under your Basic Subscription Privilege and Oversubscription privilege, to the
Subscription Agent on or prior to the Expiration Time. Payment of the
Subscription Price will be held in a segregated account to be maintained by
the Subscription Agent. All payments must be made in U.S. dollars for the full
number of Underlying Shares being subscribed for by one of the following
methods:
o Check or certified check, cashier's check or bank draft drawn upon a U.S.
bank or a U.S. postal money order payable to "American Stock Transfer &
Trust Company, as Subscription Agent"; or
o Wire transfer of immediately available funds to the account maintained by
the Subscription Agent at:
JPMorgan Chase Bank
ABA #021-000021
Account No. 323-062520
FBO: CD&L, Inc.
Attention: American Stock Transfer & Trust Company,
as subscription agent for CD&L, Inc.
Any wire transfer should clearly indicate the identity of the subscriber who
is paying the Subscription Price by the wire transfer. Payments will be deemed
to have been received by the Subscription Agent only upon:
o receipt by the subscription agent and clearance of any uncertified check;
o receipt by the Subscription Agent of any certified check, cashier's check
or bank draft drawn upon a U.S. bank or a U.S. postal money order; or
o receipt of collected funds in the Subscription Agent's account designated
above.
Please note that funds paid by uncertified personal check may take at least
five business days to clear. Accordingly, if you pay the Subscription Price by
means of an uncertified personal check, you should make the payment
sufficiently in advance of the Expiration Time to ensure that your check
actually clears and the Subscription Agent receives the funds before the
Expiration Time. The Company is not responsible for any delay in payment by
you and suggests that you consider payment by means of a certified or
cashier's check, U.S. postal money order or wire transfer of immediately
available funds.
The Rights Certificate and payment of the Subscription Price or, if
applicable, Notices of Guaranteed Delivery (as defined below) must be
delivered to the Subscription Agent by one of the methods described below:
By mail, hand delivery or overnight courier to:
American Stock Transfer & Trust Company
Attention: Subscription Agent
59 Maiden Lane, Plaza Level
New York, New York 10038
Phone: (800) 937-5449
DELIVERY TO AN ADDRESS OTHER THAN THAT ABOVE DOES NOT CONSTITUTE VALID
DELIVERY.
Eligible Institutions (as defined below) may also deliver documents by
facsimile transmission. The Subscription Agent's facsimile number is (718)
284-5001. Eligible institutions should confirm receipt of all facsimile
transmissions by calling (800) 937-5449.
By making arrangements with your bank or broker for the delivery of funds on
your behalf, you may also request such bank or broker to exercise the Rights
Certificate on your behalf. Alternatively, you may cause a written guarantee
substantially in the form enclosed herewith (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 from a
commercial bank or trust company having an office or correspondent in the
United States or from a bank, stockbroker, savings and loan association or
credit union with membership in an approved signature guarantee medallion
program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as
amended (each, an "Eligible Institution"), to be received by the Subscription
Agent on or prior to the Expiration Time together with payment in full of the
applicable Subscription Price. Such Notice of Guaranteed Delivery must state
your name, the number of Rights represented by the Rights Certificate(s) held
by you, the number of Underlying Shares being subscribed for pursuant to your
Basic Subscription Privilege and number of Underlying Shares, if any, being
subscribed for pursuant to your Oversubscription Privilege, and that the
Eligible Institution will guarantee the delivery to the Subscription Agent of
properly completed and executed Rights Certificate(s) evidencing the Rights
that you are exercising within three (3) American Stock Exchange trading days
following the date of the Notice of Guaranteed Delivery. If this procedure is
followed, the properly completed Rights Certificate(s) evidencing the Rights
being exercised, with any signatures required to be guaranteed so guaranteed,
must be received by the Subscription Agent within three (3) American Stock
Exchange trading days following the date of the Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered to the Subscription Agent
in the same manner as Rights Certificates at the address set forth above, or
may be transmitted to the Subscription Agent by facsimile transmission
(facsimile no.: (718) 284-5001). Additional copies of the Notice of Guaranteed
Delivery may be obtained upon request from the Company at the address, or by
calling the telephone number, set forth below:
Russell J. Reardon
CD&L, Inc.
Vice President and Chief Financial Officer
80 Wesley Street
South Hackensack, New Jersey 07606
Phone: (201) 487-7740
Banks, brokers and other nominee holders of Rights who exercise the Basic
Subscription Privilege and the Oversubscription Privilege on behalf of
beneficial owners of Rights will be required to certify to the Subscription
Agent and the Company, when exercising the Oversubscription Privilege, as to
the aggregate number of Rights that have been exercised and the number of
Underlying Shares that are being subscribed for under the Oversubscription
Privilege, by each beneficial owner of Rights, including the nominee itself,
on whose behalf such nominee holder is acting. If more Underlying Shares are
subscribed for under the Oversubscription Privilege than are available for
sale, the available Underlying Shares will be allocated, as described above,
among beneficial owners exercising the Oversubscription Privilege pro rata
based on the number of Underlying Shares each such beneficial owner has
elected to purchase under the Oversubscription Privilege.
If the aggregate Subscription Price paid by you is insufficient to purchase
the number of Underlying Shares subscribed for, or if no number of Underlying
Shares to be purchased is specified, then you will be deemed to have exercised
the Basic Subscription Privilege to purchase Underlying Shares to the full
extent of the payment tendered.
If you do not indicate the number of shares being purchased, or do not
forward full payment of the total Subscription Price for the number of shares
that you indicate are being purchased, then you will be deemed to have
exercised your Rights with respect to the maximum number of shares that may be
purchased based on the actual payment delivered. We will make this
determination as follows:
o you will be deemed to have exercised your Basic Subscription Privilege to
the full extent of the payment received, and
o if any funds remain, you will be deemed to have exercised your
Oversubscription Privilege to the extent of the remaining funds.
If we do not apply your full Subscription Price payment to your purchase of
shares of common stock, the Subscription Agent will return the excess amount
to you by mail without interest or deduction as soon as practicable after the
expiration time of the rights offering.
The Company will not issue any fractional Rights (or distribute cash in lieu
thereof). If the number of shares of Common Stock that you held on the Record
Date would have resulted in your receipt of a fractional Right, the number of
Rights issued to you will be rounded up to the nearest whole Right.
2. ISSUANCE OF COMMON STOCK.
The following deliveries and payments will be made to the address shown on
the face of your Rights Certificate unless you provide instructions to the
contrary in your Rights Certificate.
Basic Subscription Privilege. As soon as practicable after the Expiration
Time and the valid exercise of Rights, the Subscription Agent will mail to
each exercising Rights holder a certificate representing the Underlying Shares
purchased under the Basic Subscription Privilege.
Oversubscription Privilege. As soon as practicable after the Expiration Time
and after all pro-rations and adjustments contemplated by the terms of the
Rights Offering have been effected, the Subscription Agent will mail to each
exercising Rights holder a certificate representing the Underlying Shares, if
any, allocated to the Rights holder under the Oversubscription Privilege.
Excess Cash Payments. As soon as practicable after the Expiration Time and
after all pro-rations and adjustments contemplated by the terms of the Rights
Offering have been effected, the Subscription Agent will mail to each Rights
holder who exercises the Oversubscription Privilege any excess amount, without
interest or deduction, received in payment of the Subscription Price for
Underlying Shares that are subscribed for by the Rights holder but not
allocated to the Rights holder under the Oversubscription Privilege.
3. SALE OR TRANSFER OF RIGHTS.
The Rights are not transferable in any way.
4. EXECUTION.
Execution by Registered Holder. The signature on the Rights Certificate must
correspond with the name of the registered holder exactly as it appears on the
face of the Rights Certificate without any alteration or change whatsoever.
Persons who sign the Rights 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.
Execution by Person Other than Registered Holder. If the Rights Certificate
is executed by a person other than the holder named on the face of the Rights
Certificate, proper evidence of authority of the person executing the Rights
Certificate must accompany the same unless, for good cause, the Subscription
Agent dispenses with proof of authority.
Signature Guarantees. Your signature must be guaranteed by an Eligible
Institution if you specify special payment or delivery instructions.
5. METHOD OF DELIVERY.
The method of delivery of Rights Certificates and payment of the
Subscription Price to the Subscription Agent is at the election and risk of
the Rights holder, but, if sent by mail, the Company recommends that such
certificates and payments 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 and the clearance of payment prior
to the Expiration Time.
6. SPECIAL PROVISIONS RELATING TO THE DELIVERY OF RIGHTS THROUGH THE
DEPOSITORY TRUST COMPANY.
We expect that your exercise of your Basic Subscription Privilege and your
Oversubscription Privilege may be made through the facilities of the
Depository Trust Company, or DTC. If you held Common Stock of record through
DTC, you may exercise your Basic Subscription Privilege by instructing DTC to
transfer your Rights from your account to the account of the Subscription
Agent, together with certification as to the aggregate number of Rights you
are exercising and the number of shares of Common Stock you are subscribing
for, and your Subscription Price payment for each Underlying Share you
subscribed for pursuant to your Rights.
If you exercise the Basic Subscription Privilege through DTC in full with
respect to shares of Common Stock that you hold for your own account or for
the account of a beneficial owner, you may exercise the Oversubscription
Privilege with respect to such shares of Common Stock at the time you exercise
the basic Subscription Privilege by complying with the applicable DTC
procedures.
7. SUBSTITUTE FORM W-9.
Each Rights holder who elects to exercise Rights should provide the
Subscription Agent with a correct Taxpayer Identification Number, or TIN, on
Substitute Form W-9. Each foreign Rights holder who elects to exercise Rights
should provide the Subscription Agent with certification of foreign status on
the appropriate version of Form W-8. Copies of Form W-8 and Substitute Form W-
9 may be obtained upon request from the Subscription Agent at the address or
by calling the telephone number indicated above. Failure to provide the
information on the form may subject such holder to a $50.00 penalty for each
such failure and to 28% federal income tax withholding (30% for foreign
holders) with respect to dividends that may be paid by the Company on
Underlying Shares purchased upon the exercise of Rights (for those holders
exercising Rights).