EXHIBIT 4.1
CONTROL No. _________________________ Number of Rights ____________________
VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
NEW YORK CITY TIME ON OCTOBER , 2002
ENCOMPASS SERVICES CORPORATION
SUBSCRIPTION RIGHTS FOR COMMON STOCK
Dear Rights Holder:
As the registered owner of this Subscription Certificate, you are the owner
of the number of subscription rights shown above. Each subscription right
entitles you to subscribe for one share of common stock, par value $0.001 per
share, of Encompass Services Corporation at the subscription price of $0.55 per
share (the "Basic Subscription Privilege"). If you subscribe for all of the
shares available pursuant to your Basic Subscription Privilege, you are also
entitled to purchase additional shares at the Subscription Price (subject to
pro-ration and certain limitations described in the enclosed Prospectus). The
other terms and conditions of these Subscription Rights are set forth in the
enclosed Prospectus.
You have been issued one subscription right for each share of common stock
that you held on September 13, 2002 and one subscription right for each share
of common stock issuable upon the exercise or conversion of the 7.25%
convertible participating preferred stock and certain of our options and
warrants that you held on September 13, 2002.
THESE SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE
You have four choices:
1. You can subscribe for one share of common stock for each subscription
right that you received, as listed at the top of the page;
2. If you have exercised your Basic Subscription Privilege in full, then
you can subscribe for additional shares of common stock (the
"Over-Subscription Privilege"). Such shares may be available to you
subject to an allocation process as described in the Prospectus;
3. You can subscribe for less than all of the subscription rights that you
received, as listed above, and allow the rest of your subscription
rights to expire; or
4. If you do not want to purchase any additional shares, you can disregard
this material.
TO SUBSCRIBE, FULL PAYMENT OF THE SUBSCRIPTION PRICE IS REQUIRED FOR EACH SHARE
OF COMMON STOCK. YOU MUST COMPLETE THE REVERSE SIDE OF THIS FORM TO SUBSCRIBE
FOR NEW SHARES.
ATTEST: ENCOMPASS SERVICES CORPORATION
By: _________________________________ By: _________________________________
Control No.
Account No.
DELIVERY OPTIONS FOR SUBSCRIPTION CERTIFICATE
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
Mellon Bank, X.X. Xxxxxx Bank, X.X. Xxxxxx Bank, N.A.
C/O Mellon Investor C/O Mellon Investor C/O Mellon Investor
Services LLC Services LLC Services LLC
P.O. Box 0000 00 Xxxxxxxxxx Xxxx 000 Xxxxxxxx, 00xx Xxxxx
Xxxxx Xxxxxxxxxx, XX 00000 Xxxxxxxxxx Xxxx, XX 00000 Xxx Xxxx, Xxx Xxxx 10271
Attention: Reorganization Attention: Reorganization Attention: Reorganization
Department Department Department
Delivery to an address other than one of the addresses listed above will not
constitute valid delivery.
Delivery by facsimile will not constitute valid delivery.
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
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IF YOU WISH TO SUBSCRIBE FOR YOUR FULL BASIC SUBSCRIPTION RIGHT OR A PORTION
THEREOF:
I apply for ____________ shares x $0.55 = $________________
(No. of new shares) (Amount
Enclosed)
IF YOU HAVE SUBSCRIBED FOR YOUR FULL BASIC SUBSCRIPTION RIGHT ABOVE AND WISH TO
PURCHASE ADDITIONAL SHARES PURSUANT TO THE OVER-SUBSCRIPTION PRIVILEGE:
I apply for ____________ shares x $0.55____ = $________________
(No. of new shares) (Amount
Enclosed)
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TO SUBSCRIBE. I YOU MUST HAVE YOUR
acknowledge that I have SIGNATURE GUARANTEED IF
received the Prospectus YOU WISH TO HAVE YOUR
for this offer and I SHARES DELIVERED TO AN
hereby irrevocably ADDRESS OTHER THAN THAT
subscribe for the number SHOWN ON THE FRONT.
of shares indicated above Your signature must be
on the terms and guaranteed by: (a) a
conditions specified in commercial bank or trust
the Prospectus. I hereby company, (b) a member
agree that if I fail to firm of a domestic stock
pay for the shares of exchange, or (c) a credit
common stock for which I union.
have subscribed, the Signature Guaranteed: ___
company may exercise its (Name of Bank or Firm)
legal remedies against me. By:____________________
Signature(s) of (Signature of Officer)
Subscriber(s):
_________________________
_________________________
Please give your
telephone number:
( )
_________________________
Address for delivery of
shares if other than
shown on front:
_________________________
_________________________
IMPORTANT: The
signature(s) must
correspond in every
particular, without
alteration, with the
name(s) as printed on the
reverse of this
Subscription Certificate.
If permanent change of
address, check here [_]
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FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM AND MUST BE MADE PAYABLE
IN UNITED STATES DOLLARS IN A CHECK OR BANK DRAFT DRAWN UPON A U.S. BANK OR
POSTAL, TELEGRAPHIC OR EXPRESS MONEY ORDER AND PAYABLE TO MELLON INVESTOR
SERVICES LLC (ACTING ON BEHALF OF MELLON BANK, N.A.), AS SUBSCRIPTION AGENT.
PAYMENT MAY ALSO BE MADE BY THE WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS AS
DESCRIBED IN THE PROSPECTUS.
IF YOU ELECT TO SUBSCRIBE, YOU MUST PROVIDE THE SUBSCRIPTION AGENT WITH A
CORRECT TAXPAYER IDENTIFICATION NUMBER (TIN) ON SUBSTITUTE FORM W-9. SEE
EXHIBIT B TO THE INSTRUCTIONS AS TO USE OF ENCOMPASS SERVICES CORPORATION
RIGHTS CERTIFICATE.
STOCK CERTIFICATES FOR THE SHARES SUBSCRIBED TO PURSUANT TO THE RIGHTS OFFERING
WILL BE DELIVERED AS SOON AS PRACTICABLE AFTER THE EXPIRATION DATE. ANY REFUND
IN CONNECTION WITH YOUR SUBSCRIPTION WILL BE DELIVERED AS SOON AS PRACTICABLE
THEREAFTER.
