Exhibit 99.2
SUBSCRIPTION AGENT AGREEMENT
This Subscription Agent Agreement (the "Agreement") is made as of May
__, 1998 between Reckson Service Industries, Inc., a Delaware Corporation
("RSI") and American Stock Transfer & Trust Company as subscription agent
(the "Agent"). All terms not defined herein shall have the meaning given in
the prospectus (the "Prospectus") included in the Registration Statement on
Form S-1 (File No. 333-44419) filed by RSI with the Securities and Exchange
Commission on January 16, 1998, as amended by any amendment filed with
respect thereto (the "Registration Statement").
WHEREAS, RSI proposes to make a subscription offer by issuing
certificates or other evidences of subscription rights, in the form
designated by RSI (the "Subscription Certificates"), to stockholders of
record (the "Record Date Stockholders") of its common stock, par value $0.01
per share ("Common Stock"), as of a record date specified by RSI (the "Record
Date"), pursuant to which each Stockholder will have certain rights (the
"Rights") to subscribe for shares of Common Stock, as described in and upon
such terms as are set forth in the Prospectus, a final copy of which has been
or, upon availability will promptly be, delivered to the Agent; and
WHEREAS, RSI wishes the Agent to perform certain acts on behalf of RSI,
and the Agent is willing to so act, in connection with the distribution of
the Subscription Certificates and the issuance and exercise of the Rights to
subscribe therein set forth, all upon the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements set forth herein, the parties agree as follows:
1. APPOINTMENT. RSI hereby appoints the Agent to act as subscription
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agent in connection with the distribution of Subscription Certificates and
the issuance and exercise of the Rights in accordance with the terms set
forth in this Agreement and the Agent hereby accepts such appointment.
2. FORM AND EXECUTION OF SUBSCRIPTION CERTIFICATES.
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(a) Each Subscription Certificate shall be irrevocable and non-
transferable. The Agent shall, in its capacity as Transfer Agent of RSI,
maintain a register of Subscription Certificates and the holders of record
thereof (each of whom shall be deemed a "Stockholder" hereunder for purposes
of determining the rights of Holders of Subscription Certificates). Each
Subscription Certificate shall, subject to the provisions thereof, entitle
the Stockholder in whose name it is recorded to the:
the right to acquire prior to the Expiration Date, as
defined in the Prospectus, at the Exercise Price, as defined in the
Prospectus, one share of Common Stock or, at the election of such
Stockholder, four additional shares of Common Stock for every one Right.
3. RIGHTS AND ISSUANCE OF SUBSCRIPTION CERTIFICATES.
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(a) Each Subscription Certificate shall evidence the Rights of the
Stockholder therein named to purchase Common Stock upon the terms and
conditions therein set forth.
(b) Upon the written advice of RSI, signed by any of its duly
authorized officers, as to the Record Date, the Agent shall, from a list of
RSI Stockholders as of the Record Date to be prepared by the Agent in its
capacity as Transfer Agent of RSI, prepare and record Subscription
Certificates in the names of the Stockholders, setting forth the number of
Rights to subscribe for RSI's Common Stock calculated as described above.
The number of Rights that are issued to Record Date Stockholders will be
rounded up, by the Agent, to the nearest whole number of Rights evenly
divisible by one. In the case of shares of Common Stock held of record by a
nominee holder, the number of Rights issued to such nominee holder will be
adjusted, by the Agent, to permit rounding up (to the nearest whole number of
Rights evenly divisible by one) of the Rights to be received by beneficial
holders for whom the nominee holder is the holder of record only if the
nominee holder provides to the Agent on or before the close of business on
the fifth business day prior to the Expiration Date, written representation
of the number of Rights required for such rounding. Each Subscription
Certificate shall be dated as of the Record Date and shall be executed
manually or by facsimile signature of a duly authorized officer of RSI.
Immediately after the Distribution the Agent shall deliver the Subscription
Certificates, together with a copy of the Prospectus, instruction letter and
any other document as RSI deems necessary or appropriate, to all Stockholders
with record addresses in the United States (including its territories and
possessions and the District of Columbia). Delivery shall be by first class
mail (without registration or insurance), except for those Stockholders
having a registered address outside the United States (who will only receive
copies of the Prospectus, instruction letter and other documents as RSI deems
necessary or appropriate, if any), delivery shall be by air mail (without
registration or insurance) and by first class mail (without registration or
insurance) to those Stockholders having APO or FPO addresses. No
Subscription Certificate shall be valid for any purpose unless so executed.
Should any officer of RSI whose signature has been placed upon any
Subscription Certificate cease to hold such office at any time thereafter,
such event shall have no effect on the validity of such Subscription
Certificate.
(c) The Agent will mail a copy of the Prospectus, instruction letter, a
special notice and other documents as RSI deems necessary or appropriate, if
any, but not Subscription Certificates to Record Date Stockholders whose
record addresses are outside the United States (including its territories and
possessions and the District of Columbia) ("Foreign Record Date
Stockholders"). The Rights to which such Subscription Certificates relate
will be held by the Agent for such Foreign Record Date Stockholders' accounts
until instructions are received to exercise the Rights.
4. EXERCISE.
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(a) Stockholders exercising their Rights ("Exercising Rights Holders"),
may acquire shares of Common Stock covered by the Rights on by delivery to
the Agent as specified in the Prospectus of (i) the Subscription Certificate
with respect thereto, duly executed in accordance with and as provided by the
terms and conditions of the Subscription Certificate, together with (ii) the
purchase price of $1.03 for each share of Common Stock subscribed for by
exercise of such Rights, in U.S. dollars by money order or check drawn on a
bank in the United States, in each case payable to the order of American
Stock Transfer & Trust Company, as agent of RSI.
(b) Rights may be exercised at any time after the date of issuance of
the Subscription Certificates with respect thereto but no later than 5:00
P.M., New York City time, on the Expiration Date. For the purpose of
determining the time of the exercise of any Rights, delivery of any material
to the Agent shall be deemed to occur when such materials are received at the
Stockholder Services Division of the Agent specified in the Prospectus.
(c) As promptly as practicable after the Expiration Date, the Agent
shall send to each Exercising Rights Holder (or, if shares of Common Stock on
the Record Date are held by Cede & Co. or any other depository or nominee, to
Cede & Co. or such other depository or nominee) the stock certificates
representing the shares of Common Stock acquired pursuant to the exercise of
the applicable Rights.
5. VALIDITY OF SUBSCRIPTIONS. Irregular subscriptions not otherwise
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covered by specific instructions herein shall be submitted to an appropriate
officer of RSI and handled in accordance with his or her instructions. Such
instructions will be documented by the Agent indicating the instructing
officer and the date thereof.
6. OVER-SUBSCRIPTION. If there remain unexercised Rights at 5:00 P.M.,
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New York City time, on the Expiration Date, then the Agent shall allot the
shares issuable upon exercise of such unexercised Rights (the "Remaining
Shares") to RSI Standby LLC for exercise pursuant to the Standby Agreement,
as defined in the Prospectus. The Agent shall advise RSI immediately as to
the total number of Remaining Shares at 5:00 P.M., New York City time, on the
Expiration Date.
7. HOLDING PROCEEDS OF RIGHTS OFFERING IN ESCROW.
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(a) Until 5:00 P.M., New York City time, on the Expiration Date, all
proceeds received by the Agent from Exercising Rights Holders shall be held
by the Agent, on behalf of RSI, in a segregated, interest-bearing escrow
account (the "Escrow Account").
(b) The Agent shall deliver all proceeds received in respect of the
exercise of Rights (including interest earned thereon) to RSI as promptly as
practicable after, but in no event later than seven business days after, the
Expiration Date.
8. REPORTS.
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Daily, during the period commencing on the Record Date, until the
Expiration Date, the Agent will report by telephone or telecopier (by 12:00
Noon, New York City time), confirmed by letter, to a designated officer of
RSI, daily data regarding the number of Rights exercised the total number of
shares of new Common Stock subscribed for, and payments received therefor,
bringing forward the figures from the previous day's report in each case so
as to also show the cumulative totals and any such other information as may
be mutually determined by RSI and the Agent.
9. LOSS OR MUTILATION. If any Subscription Certificate is lost, stolen,
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mutilated or destroyed, the Agent may, on such terms which will indemnify and
protect RSI and the Agent as the Agent may in its discretion impose (which
shall, in the case of a mutilated Subscription Certificate include the
surrender and cancellation thereof), issue a new Subscription Certificate of
like denomination in substitution for the Subscription Certificate so lost,
stolen, mutilated or destroyed.
10. COMPENSATION FOR SERVICES. RSI agrees to pay to the Agent
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compensation for its services as such in accordance with its Fee Schedule to
act as Agent dated May ___, 1998 and set forth hereto as Exhibit A. The
Agent agrees that such compensation shall include all services as Transfer
Agent and Registrar provided in connection with the offering of the Rights.
RSI further agrees that it will reimburse the Agent for its reasonable
out-of-pocket expenses incurred in the performance of its duties as such.
11. INSTRUCTIONS AND INDEMNIFICATION. The Agent undertakes the duties
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and obligations imposed by this Agreement upon the following terms and
conditions:
(a) The Agent shall be entitled to rely upon any instructions or
directions furnished to it by an appropriate officer of RSI, whether in
conformity with the provisions of this Agreement or constituting a
modification hereof or a supplement hereto. Without limiting the generality
of the foregoing or any other provision of this Agreement, the Agent, in
connection with its duties hereunder, shall not be under any duty or
obligation to inquire into the validity or invalidity or authority or lack
thereof of any instruction or direction from an officer of RSI which conforms
to the applicable requirements of this Agreement and which the Agent
reasonably believes to be genuine and shall not be liable for any delays,
errors or loss of data occurring by reason of circumstances beyond the
Agent's control, including, without limitation, acts of civil or military
authority, national emergencies, labor difficulties, fire, flood,
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
(b) RSI will indemnify the Agent and its nominees against, and hold it
harmless from, all liability and expense which may arise out of or in
connection with the services described in this Agreement or the instructions
or directions furnished to the Agent relating to this Agreement by an
appropriate officer of RSI, except for any liability or expense which shall
arise out of the negligence, bad faith or willful misconduct of the Agent or
such nominees.
12. CHANGES IN SUBSCRIPTION CERTIFICATE. The Agent may, without the
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consent or concurrence of the Stockholders in whose names Subscription
Certificates are registered, by supplemental agreement or otherwise, concur
with RSI in making any changes or corrections in a Subscription Certificate
that it shall have been advised by counsel (who may be counsel for RSI) is
appropriate to cure any ambiguity or to correct any defective or inconsistent
provision or clerical omission or mistake or manifest error therein or herein
contained, and which shall not be inconsistent with the provisions of the
Subscription Certificate except insofar as any such change may confer
additional rights upon the Stockholders.
13. ASSIGNMENT; DELEGATION.
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(a) Neither this Agreement nor any rights or obligations hereunder may
be assigned or delegated by either party without the written consent of the
other party.
(b) This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns. Nothing
in this Agreement is intended or shall be construed to confer upon any other
person any right, remedy or claim or to impose upon any other person any
duty, liability or obligation.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New York.
15. SEVERABILITY. The parties hereto agree that if any of the provisions
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contained in this Agreement shall be determined invalid, unlawful or
unenforceable to any extent, such provisions shall be deemed modified to the
extent necessary to render such provisions enforceable. The parties hereto
further agree that this Agreement shall be deemed severable, and the
invalidity, unlawfulness or unenforceability of any term or provision thereof
shall not affect the validity, legality or enforceability of this Agreement
or of any term or provision hereof.
16. COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original and all of, which
together shall be considered one and the same agreement.
17. CAPTIONS. The captions and descriptive headings herein are for the
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convenience of the parties only. They do not in any way modify, amplify,
alter or give full notice of the provisions hereof.
18. FACSIMILE SIGNATURES. Any facsimile signature of any party hereto
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shall constitute a legal, valid and binding execution hereof by such party.
19. FURTHER ACTIONS. Each party agrees to perform such further acts and
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execute such further documents as are necessary to effect the purposes of
this Agreement.
20. ADDITIONAL PROVISIONS. Except as specifically modified by this
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Agreement, the Agent's rights and responsibilities set forth in the Agreement
for Stock Transfer Services between RSI and the Agent are hereby ratified and
confirmed and continue in effect.
RECKSON SERVICE INDUSTRIES, INC.
By:
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Name:
Title:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: -------------------------------------------
Name:
Title:
