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EXHIBIT 4.9
APRIA HEALTHCARE GROUP INC.
SUBSCRIPTION WARRANT FOR RIGHTS OFFERING FOR
HOLDERS OF RECORD ON , 1988
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SUBSCRIPTION WARRANT NUMBER
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SHARES ELIGIBLE TO SUBSCRIBE RIGHTS
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SUBSCRIPTION WARRANT NUMBER CUSIP NUMBER
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SHARES ELIGIBLE TO SUBSCRIBE RECORD DATE SHARES
Apria Healthcare Group, Inc. (the "Company") is conducting a rights offering
(the "Rights Offering") which entitles the holders of shares of the Company's
common stock, $.001 par value per share (the "Common Stock"), as of the close of
business on , 1998 (the "Record Date") to receive one (1) transferable
right (each, a "Right") for each share of the Common Stock held of record on the
Record Date. One thousand (1000) whole Rights entitles the holder thereof to
subscribe for and purchase $1000 principal amount of Convertible Subordinated
Debentures (the "Basic Subscription Privilege") at a Subscription Price of $1000
per $1000 principal amount of Debentures. If any Debentures are not purchased by
holders of Rights pursuant to the Basic Subscription Privilege (the "Excess
Debentures"), any holder exercising in full the Basic Subscription Privilege may
subscribe for an additional principal amount of the Excess Debentures (the
"Oversubscription Privilege") if so specified herein, subject to proration. No
Debentures not equal in principal amount to $1000 or an integral multiple of
$1000 will be issued. Set forth above is the number of shares of the Common
Stock held by such holder, and the principal amount of Debentures to which each
holder is entitled to subscribe pursuant to the Basic Subscription Privilege.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING, PLEASE REFER TO THE PROSPECTUS DATED , 1998 (THE
"PROSPECTUS"), WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM (TOLL FREE (800)
). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE
RESPECTIVE MEANINGS ASCRIBED TO SUCH TERMS IN THE PROSPECTUS.
THIS SUBSCRIPTION WARRANT (OR A
NOTICE OF GUARANTEED DELIVERY) MUST BE
RECEIVED BY WITH PAYMENT IN
FULL BY 5:00 P.M., NEW YORK CITY TIME,
ON , 1999 (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 BE NULL AND VOID. ANY
SUBSCRIPTION FOR DEBENTURES IN THE
RIGHTS OFFERING MADE HEREBY IS
IRREVOCABLE.
The Rights represented by this
Subscription Warrant may be exercised
by duly completing Form 1; and may be
transferred, assigned, exercised or
sold through a bank or broker by duly
completing Form 2; and may be sold
through the Subscription Agent by duly
completing Form 3; Rights holders are
advised to review the Prospectus and
Instructions, copies of which are
available from before
exercise or selling their Rights.
SUBSCRIPTION PRICE: $1000 per $1000
principal amount of Debentures
The registered owner whose name is
inscribed hereon, or assigns, is
entitled to subscribe for Debentures
upon the terms and subject to the
conditions set forth in the Prospectus
and Instructions relating to the use
hereof.
THE SUBSCRIPTION WARRANT IS
TRANSFERABLE, AND MAY BE COMBINED OR
DIVIDED (BUT ONLY INTO SUBSCRIPTION
WARRANTS EVIDENCING FULL RIGHTS) AT
THE OFFICE OF .
RIGHTS HOLDERS SHOULD BE AWARE
THAT IF THEY CHOOSE TO EXERCISE OR
TRANSFER ONLY PART OF THEIR RIGHTS,
THEY MAY NOT RECEIVE A NEW
SUBSCRIPTION WARRANT IN SUFFICIENT
TIME TO EXERCISE THE REMAINING RIGHTS
EVIDENCED THEREBY.
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FORM 1
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises 1,000 or
more Rights to subscribe for Debentures as indicated below, on the terms and
subject to the conditions specified in the Prospectus, receipt of which is
hereby acknowledged.
(a) Principal Amount of Debentures subscribed for pursuant to the Basic
Subscription Privilege: $ ,000. (One thousand whole Rights needed
to subscribe for $1000 principal amount of Debentures.)
(b) Principal Amount of Debentures subscribed for pursuant to the
Oversubscription Privilege: $ ,000.
(c) Total Subscription (sum of principal amount of Debentures on lines (a)
and (b)) = $ payment.
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
[ ] Check, bank draft, or money order payable to " , as
Subscription Agent": or
[ ] Wire transfer directed to Attention:
(d) If the Rights being executed pursuant to the Basic Subscription
Privilege do not account for all of the Rights represented by the
Subscription Warrants (check only one):
[ ] Deliver to the undersigned a new Subscription Warrant evidencing the
remaining Rights to which the undersigned is entitled.
[ ] Deliver a new Subscription Warrant 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 3 instructions.
[ ] Do not deliver any new Subscription Warrants to me.
[ ] Check here if Rights are being exercised pursuant to the Notice of
Guaranteed Delivery delivered to the Subscription Agent prior to the
date hereof and complete the following:
Name(s) of Registered Holder(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution Which Guaranteed Delivery
* If the aggregate Subscription Price enclosed or transmitted is
insufficient to purchase the total principal amount of Debentures included
in lines (a) and (b), or if the principal amount of Debentures being
subscribed for is not specified, the Rights Holder exercising the
Subscription Warrant shall be deemed to have subscribed for the maximum
principal amount of Debentures that could be subscribed for upon payment
of such amount. If the principal amount of debentures to be subscribed for
pursuant to the Oversubscription Privilege is not specified and the amount
enclosed or transmitted exceeds the aggregate Subscription Price for the
Debentures represented by this Subscription Warrant (the "Subscription
Excess"), the Rights holder exercising this Subscription Warrant shall be
deemed to have exercised the Oversubscription Privilege to purchase, to
the extent available, that principal amount of Debentures equal to the
quotient obtained by dividing the Subscription Excess by the Subscription
Price, subject to proration, as described in the Prospectus. To the extent
any portion of the aggregate Subscription Price enclosed or transmitted
remains after the foregoing procedures, such funds shall be mailed to the
subscriber without interest or deduction as soon as practicable.
Subscriber's Signature Telephone No. (___)
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FORM 2
TO TRANSFER YOUR RIGHTS CERTIFICATE OR SOME OR ALL OF YOUR RIGHTS, OR TO
EXERCISE OR SELL RIGHTS THROUGH YOUR BANK OR BROKER: For value received,
Rights represented by this Subscription Warrant are hereby assigned to (please
print name and address and Taxpayer Identification Number or Social Security
Number of transferee in full):
Name:
Address:
Signature(s) of Transferor(s)
Signatures Guaranteed by:
Proceeds from the sale of Rights may be subject to withholding of U.S. taxes,
unless the Seller's certified U.S. taxpayer identification number (or
certificate regarding foreign status) is on file with the Subscription Agent and
the seller is not otherwise subject to
U.S. backup withholding.
FORM 3
TO SELL SOME OR ALL OF YOUR UNEXERCISED RIGHTS THROUGH THE SUBSCRIPTION AGENT:
The undersigned hereby authorizes the Subscription Agent to sell Rights
represented by this Subscription Warrant but not exercised hereby and to deliver
to the undersigned a check for the proceeds, if any, from the sale thereof, less
any applicable brokerage commissions, taxes or other direct expenses of sale.
The Subscription Agent's obligation to execute orders is subject to its ability
to find buyers for the Rights.
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Seller's Signature
In order to sell Rights through the Subscription Agent, you must complete and
sign the substitute Form W-9 as provided in Section 8 of the instructions.
FORM 4
DELIVERY INSTRUCTIONS: Address for mailing of stock certificates or new
Subscription Warrant or any cash payment in accordance with the Prospectus if
other than shown on the reverse hereof.
Name:
Address:
