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Exhibit 99.1
FORM OF SUBSCRIPTION AGENT AGREEMENT BETWEEN WESTCORP
AND MELLON INVESTOR SERVICES LLC
[LETTERHEAD OF WESTCORP]
March __, 2001
Mellon Investor Services LLC
00 Xxxxxxxxxx Xx.
Xxxxxxxxxx Xxxx, XX 00000
Attn: Reorganization Department
Gentlemen:
Westcorp, a California corporation (the "Company") is making an offer to
issue (the "Subscription Offer") to the holders of record of its outstanding
shares of Common Stock par value _____ per share (the "Common Stock"), at the
close of business on March __, 2001 (the "Record Date"), the right to subscribe
for and purchase (each a "Right") shares of Common Stock (the "Additional Common
Stock") at a purchase price of ____________ per share of Additional Common Stock
(the "Subscription Price"), payable by cashier's or certified check or other
acceptable methods as may be specified in the Registration Statement referenced
below, upon the terms and conditions set forth herein. The term "Subscribed"
shall mean submitted for purchase from the Company by a stockholder in
accordance with the terms of the Subscription Offer, and the term "Subscription"
shall mean any such submission. The Subscription Offer will expire at 5:00 p.m.
New York City Time, on April __, 2001 (the "Expiration Time"), unless the
Company shall have extended the period of time for which the Subscription Offer
is open, in which event the term "Expiration Time" shall mean the latest time
and date at which the Subscription Offer, as so extended by the Company from
time to time, shall expire.
This Subscription Agent Agreement ("Agreement") will define the
activities and related compensation which Mellon Investor Services LLC
("Mellon") will provide to the Company in conjunction with the Subscription
Offer.
The Company filed a Registration Statement relating to the Additional Common
Stock with the Securities and Exchange Commission under the Securities Act of
1933, as amended, on March __, 2001. Said Registration Statement was declared
effective on March __, 2001. The terms of the Additional Common Stock are more
fully described in the Prospectus forming part of the Registration Statement as
it was declared effective, and the accompanying Letter of Instruction.
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Copies of the Prospectus, the Letter of Instruction and the Notice of Guaranteed
Delivery are annexed hereto as Exhibit 1, Exhibit 2 and Exhibit 3, respectively.
All terms used and not defined herein shall have the same meaning as in the
Prospectus. Promptly after the Record Date, the Company will provide Mellon with
a list of holders of Common Stock as of the Record Date (the "Record
Stockholders List").
The Rights are evidenced by transferable subscription warrants (the
"Warrants"), a copy of the form of which is annexed hereto as Exhibit 4. The
Warrants entitle the holders to subscribe, upon payment of the Subscription
Price, for shares of Additional Common Stock at the rate of __________ for each
____________ Rights evidenced by a Warrant (the "Basic Subscription Right"). No
fractional shares will be issued. In the event that fractional shares would be
calculated as a result of the exchange ratio above, the number of shares of
Additional Common Stock to be purchased will be rounded down to the nearest full
share and the fractional share amount shall be cancelled. Rights are freely
transferable among their holders and Mellon will not make any distinction
between Rights issued directly to subscribing shareholders and those Rights
which have been validly and lawfully acquired by the subscribing shareholder
from another.
Further, the Subscription Offer provides that subscribing shareholders,
and only those subscribing shareholders who exercise their Rights in full, may
exercise an Oversubscription Right as more fully described in the Registration
Statement. Mellon shall, after the initial allocation of Additional Common Stock
to those shareholders exercising their Basic Subscription Right, allocate any
remaining shares (and only to the extent possible) to those shareholders who
exercise the Oversubscription Right on a pro-rata basis to their Basic
Subscription, as more fully described in the Registration Statement.
The Company hereby appoints Mellon as Subscription Agent (the
"Subscription Agent") for the Subscription Offer and agrees with Mellon as
follows:
1) As Subscription Agent, Mellon is authorized and directed to:
(A) Issue the Warrants in accordance with this Agreement in the names of
the holders of the Common Stock of record on the Record Date, keep such records
as are necessary for the purpose of recording such issuance, and furnish a copy
of such records to the Company. The Warrants may be signed on behalf of the
Subscription Agent by the manual or facsimile signature of a Vice President or
Assistant Vice President of the Subscription Agent, or by the manual signature
of any of its other authorized officers.
(B) Promptly after Mellon receives the Record Stockholders List:
(a) mail or cause to be mailed, by first class mail, to each
holder of Common Stock of record on the Record Date whose address of
record is within the United States and Canada, (i) a Warrant evidencing
the Rights to which such stockholder is entitled
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under the Subscription Offer, (ii) a copy of the Prospectus, (iii) a
Letter of Instruction, (iv) a Notice of Guaranteed Delivery and (v) a
return envelope addressed to the Subscription Agent; and
(b) mail or cause to be mailed, by air mail, to each holder of
Common Stock of record on the Record Date whose address of record is
outside the United States and Canada, or is an A.P.O. or F.P.O. address
(i) a copy of the Prospectus, (ii) a Notice of Guaranteed Delivery and
(iii) a Letter of Instruction (different from the Letter of Instruction
sent to stockholders whose address of record is within the United States
and Canada). Mellon shall refrain from mailing Warrants issuable to any
holder of Common Stock of record on the Record Date whose address of
record is outside the United States and Canada, or is an A.P.O. or
F.P.O. address, and hold such Warrants for the account of such
stockholder subject to such stockholder making satisfactory arrangements
with the Subscription Agent for the exercise or other disposition of the
Rights evidenced thereby, and follow the instructions of such
stockholder for the exercise, sale or other disposition of such Rights
if such instructions are received at or before 11:00 a.m., New York City
Time, on _________________, 2001.
(C) Mail or deliver a copy of the Prospectus (i) to each assignee or
transferee of Warrants upon Mellon's receiving appropriate documents to register
the assignment or transfer thereof and (ii) with certificates for shares of
Additional Common Stock when such are issued to persons other than the
registered holder of the Warrant.
(D) Accept Subscriptions upon the due exercise (including payment of the
Subscription Price) on or prior to the Expiration Time of Rights in accordance
with the terms of the Warrants and the Prospectus.
(E) Subject to the next sentence, accept Subscriptions from stockholders
whose Warrants are alleged to have been lost, stolen or destroyed upon receipt
by Mellon of an affidavit of theft, loss or destruction and a bond of indemnity
in form and substance satisfactory to Mellon accompanied by payment of the
Subscription Price for the total number of shares of Additional Common Stock
Subscribed for. Upon receipt of such affidavit and bond of indemnity and
compliance with any other applicable requirements, stop orders shall be placed
on said Warrants and Mellon shall withhold delivery of the shares of Additional
Common Stock Subscribed for until after the Warrants have expired and it has
been determined that the Rights evidenced by the Warrants have not otherwise
been purported to have been exercised or otherwise surrendered.
(F) Accept Subscriptions, without further authorization or direction
from the Company, without procuring supporting legal papers or other proof of
authority to sign (including without limitation proof of appointment of a
fiduciary or other person acting in a representative capacity), and without
signatures of co-fiduciaries, co-representatives or any other person:
(a) if the Warrant is registered in the name of a fiduciary and
is executed by and
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the Additional Common Stock is to be issued in the name of such
fiduciary;
(b) if the Warrant is registered in the name of joint tenants and
is executed by one of the joint tenants, provided the certificate
representing the Additional Common Stock is issued in the names of, and
is to be delivered to, such joint tenants;
(c) if the Warrant is registered in the name of a corporation and
is executed by a person in a manner which appears or purports to be done
in the capacity of an officer, or agent thereof, provided the Additional
Common Stock is to be issued in the name of such corporation; or
(d) if the Warrant is registered in the name of an individual and
is executed by a person purporting to act as such individual's executor,
administrator or personal representative, provided, the Additional
Common Stock is to be registered in the name of the subscriber as
executor or administrator of the estate of the deceased registered
holder and there is no evidence indicating the subscriber is not the
duly authorized representative that he purports to be.
(G) Accept applications to transfer Warrants and to act therein as a
Transfer Agent for this limited purpose, without further authorization or
direction from the Company, without procuring supporting legal papers or other
proof of authority to sign (including without limitation proof of appointment of
a fiduciary or other person acting in a representative capacity), and without
signatures of co-fiduciaries, co-representatives or any other person:
(a) if the Warrant is registered in the name of a fiduciary and
is executed by and the Additional Common Stock is to be issued in the
name of such fiduciary;
(b) if the Warrant is registered in the name of joint tenants and
is executed by one of the joint tenants, provided the certificate
representing the Additional Common Stock is issued in the names of, and
is to be delivered to, such joint tenants;
(c) if the Warrant is registered in the name of a corporation and
is executed by a person in a manner which appears or purports to be done
in the capacity of an officer, or agent thereof, provided the Additional
Common Stock is to be issued in the name of such corporation; or
(d) if the Warrant is registered in the name of an individual and
is executed by a person purporting to act as such individual's executor,
administrator or personal representative, provided, the Additional
Common Stock is to be registered in the name of the subscriber as
executor or administrator of the estate of the deceased registered
holder and there is no evidence indicating the subscriber is not the
duly authorized representative that he purports to be.
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(H) Accept Subscriptions not accompanied by Warrants if submitted by a
firm having membership in the New York Stock Exchange or another national
securities exchange or by a commercial bank or trust company having an office in
the United States together with the Notice of Guaranteed Delivery and
accompanied by proper payment for the total number of shares of Additional
Common Stock Subscribed for.
(I) Accept Subscriptions even though unaccompanied by Warrants, under
the circumstances and in compliance with the terms and conditions set forth in
the Prospectus under the heading "The Offering--Notice of Guaranteed Delivery
Form."
(J) Refer to the Company for specific instructions as to acceptance or
rejection for Subscriptions received after the Expiration Time, Subscriptions
not authorized to be accepted pursuant to this Paragraph 1, and Subscriptions
otherwise failing to comply with the requirements of the Prospectus and the
terms and conditions of the Warrants.
(K) Upon acceptance of a Subscription:
(a) hold all monies received in a special account for the benefit
of the Company. Promptly following the Expiration Time Mellon shall
distribute to the Company the funds in such account and issue
certificates for shares of Additional Common Stock issuable with respect
to Subscriptions which have been accepted.
(b) advise the Company daily by telecopy and confirm by letter to
Xxxx Xxxxx, Vice President and Controller (the "Company
Representative"), with a copy to Guy Du Bose, Esq., General Counsel, (by
telecopy) as to the total number of shares of Additional Common Stock
Subscribed for, total number of Rights sold, total number of Rights
partially Subscribed for and the amount of funds received, with
cumulative totals for each; and in addition advise the Company
Representative, by telephone to Xxxx Xxxxx at (000) 000-0000 , confirmed
by telecopy, of the amount of funds received identified in accordance
with (a) above, deposited, available or transferred in accordance with
(a) above, with cumulative totals; and
(c) as promptly as possible but in any event on or before 3:30
p.m., New York City Time, on the first full business day following the
Expiration Time, advise the Company Representative in accordance with
(b) above of the number of shares Subscribed for, the number of
Subscription guarantees received and the number of shares of Additional
Common Stock unsubscribed for.
(L) Upon completion of the Subscription Offer, Mellon shall requisition
certificates from the Transfer Agent for the Common Stock for shares of
Additional Common Stock Subscribed for.
2) (A) The Warrants shall be issued in registered form only. The Company
shall
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appoint and have in office at all times a Registrar for the Warrants,
satisfactory to Mellon, which shall keep books and records of the registration
and transfers and exchanges of Warrants (such books and records are hereinafter
called the "Warrant Register"). The Company shall promptly notify the Transfer
Agent and Registrar of the exercise of any Warrants. The Company shall promptly
notify Mellon of any change in the Registrar of the Warrants.
(B) All Warrants issued upon any registration of transfer or
exchange of Warrants shall be the valid obligations of the Company, evidencing
the same obligations, and entitled to the same benefits under this Agreement, as
the Warrants surrendered for such registration of transfer or exchange.
(C) Any Warrant when duly endorsed in blank shall be deemed
negotiable, and when a Warrant shall have been so endorsed the holder thereof
may be treated by the Company, Mellon and all other persons dealing therewith as
the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented thereby, any notice to the contrary
notwithstanding, but until such transfer is registered in the Warrant Register,
the Company and Mellon may treat the registered holder thereof as the owner for
all purposes.
3) Mellon will follow its regular procedures to attempt to reconcile any
discrepancies between the number of shares of Additional Common Stock that any
Warrant may indicate are to be issued to a stockholder and the number that the
Record Stockholders List indicates may be issued to such stockholder. In any
instance where Mellon cannot reconcile such discrepancies by following such
procedures, Mellon will consult with the Company for instructions as to the
number of shares of Additional Common Stock, if any, Mellon is authorized to
issue. In the absence of such instructions, Mellon is authorized not to issue
any shares of Additional Common Stock to such stockholder.
4) Mellon will examine the Warrants received by it as Subscription Agent
to ascertain whether they appear to Mellon to have been completed and executed
in accordance with the applicable Letter of Instruction. In the event Mellon
determine that any Warrant does not appear to it to have been properly completed
or executed, or where the Warrants do not appear to Mellon to be in proper form
for Subscription, or any other irregularity in connection with the Subscription
appears to Mellon to exist, it will follow, where possible, its regular
procedures to attempt to cause such irregularity to be corrected. Mellon is not
authorized to waive any irregularity in connection with the Subscription, unless
it shall have received from the Company the Warrant which was delivered, duly
dated and signed by an authorized officer of the Company, indicating that any
irregularity in such Warrant has been cured or waived and that such Warrant has
been accepted by the Company. If any such irregularity is neither corrected nor
waived, Mellon will return to the subscribing stockholder (at Mellon's option by
either first class mail under a blanket surety bond or insurance protecting
Mellon and the Company from losses or liabilities arising out of the non-receipt
or nondelivery of Warrants or by registered mail insured separately for the
value of such Warrants) to such stockholder's address as set forth in the
Subscription any Warrants surrendered in connection therewith and any other
documents
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received with such Warrants, and a letter of notice to be furnished by the
Company explaining the reasons for the return of the Warrants and other
documents.
5) Each document received by Mellon relating to its duties hereunder
shall be dated and time stamped when received.
6) (A) For so long as this Agreement shall be in effect, the Company
will reserve for issuance and keep available free from preemptive rights a
sufficient number of shares of Additional Common Stock to permit the exercise in
full of all Rights issued pursuant to the Subscription Offer. Subject to the
terms and conditions of this Agreement, Mellon will request the Transfer Agent
for the Common Stock to issue certificates evidencing the appropriate number of
shares of Additional Common Stock as required from time to time in order to
effectuate the Subscriptions.
(B) The Company shall take any and all action, including without
limitation obtaining the authorization, consent, lack of objection, registration
or approval of any governmental authority, or the taking of any other action
under the laws of the United States of America or any political subdivision
thereof, to insure that all shares of Additional Common Stock issuable upon the
exercise of the Warrants at the time of delivery of the certificates therefor
(subject to payment of the Subscription Price) will be duly and validly issued
and fully paid and nonassessable shares of Common Stock, free from all
preemptive rights and taxes, liens, charges and security interests created by or
imposed upon the Company with respect thereto.
(C) The Company shall from time to time take all action necessary
or appropriate to obtain and keep effective all registrations, permits, consents
and approvals of the Securities and Exchange Commission and any other
governmental agency or authority and make such filings under Federal and state
laws which may be necessary or appropriate in connection with the issuance,
sale, transfer and delivery of Warrants or Additional Common Stock issued upon
exercise of Warrants.
7) If certificates representing shares of Additional Common Stock are to
be delivered by Mellon to a person other than the person in whose name a
surrendered Warrant is registered, Mellon will issue no certificate for
Additional Common Stock until the Warrant so surrendered has been properly
endorsed (or otherwise put in proper form for transfer) and the person
requesting such exchange has paid any transfer or other taxes or governmental
charges required by reason of the issuance of a certificate for Additional
Common Stock in a name other than that of the registered holder of the Warrant
surrendered, or has established to Mellon's satisfaction that any such tax or
charge either has been paid or is not payable.
8) Should any issue arise regarding federal income tax reporting or
withholding, Mellon will take such action as the Company instructs Mellon in
writing.
9) The Company may terminate this Agreement at any time by so notifying
Mellon in
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writing. Mellon may terminate this Agreement upon 30 days' prior notice to the
Company. Upon any such termination, Mellon shall be relieved and discharged of
any further responsibilities with respect to its duties hereunder. Upon payment
of all outstanding fees and expenses of Mellon, Mellon will forward to the
Company or its designee promptly any Warrant or other document relating to
Mellon's duties hereunder that Mellon may receive after its appointment has so
terminated. Sections 11, 12, and 14 of this Agreement shall survive any
termination of this Agreement.
10) As agent for the Company hereunder Mellon:
(A) shall have no duties or obligations other than those specifically
set forth herein or as may subsequently be agreed to in writing by Mellon and
the Company;
(B) shall have no obligation to issue any shares of Additional Common
Stock unless the Company shall have provided a sufficient number of certificates
for such Additional Common Stock;
(C) shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, or genuineness of any
Warrants surrendered to Mellon hereunder or shares of Additional Common Stock
issued in exchange therefor, and will not be required to or be responsible for
and will make no representations as to, the validity, sufficiency, value or
genuineness of the Subscription Offer;
(D) shall not be obligated to take any legal action hereunder; if,
however, Mellon determines to take any legal action hereunder, and where the
taking of such action might, in its reasonable judgment, subject or expose
Mellon to any expense or liability it shall not be required to act unless Mellon
shall have been furnished with an indemnity satisfactory to it;
(E) may rely on and shall be fully authorized and protected in acting or
failing to act upon any certificate, instrument, opinion, notice, letter,
telegram, telex, facsimile transmission or other document or security delivered
to Mellon and reasonably believed by it to be genuine and to have been signed by
the proper party or parties;
(F) shall not be liable or responsible for any recital or statement
contained in the Prospectus or any other documents relating thereto;
(G) shall not be liable or responsible for any failure on the part of
the Company to comply with any of its covenants and obligations relating to the
Subscription Offer, including without limitation obligations under applicable
securities laws;
(H) may rely on and shall be fully authorized and protected in acting or
failing to act upon the written, telephonic or oral instructions with respect to
any matter relating to Mellon acting as Subscription Agent covered by this
Agreement (or supplementing or qualifying any
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such actions) of officers of the Company;
(I) may consult with counsel satisfactory to Mellon, including Guy Du
Bose, Esq., general counsel of the Company, and the advice of such counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered, or omitted by Mellon hereunder in good faith and in accordance
with the advice of such counsel;
(J) may perform any of Mellon's duties hereunder either directly or by
or through agents or attorneys and Mellon shall not be liable or responsible for
any misconduct or negligence on the part of any agent or attorney appointed and
supervise with reasonable care by Mellon hereunder; and
(K) are not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person.
11) In the event any question or dispute arises with respect to the
proper interpretation of the Subscription Offer or Mellon's duties hereunder or
the rights of the Company or of any stockholders surrendering Warrants pursuant
to the Subscription Offer, Mellon shall not be required to act and shall not be
held liable or responsible for its refusal to act until the question or dispute
has been judicially settled (and, if appropriate, Mellon may file a suit in
interpleader or for a declaratory judgment for such purpose) by final judgment
rendered by a court of competent jurisdiction, binding on all parties interested
in the matter which is no longer subject to review or appeal, or settled by a
written document in form and substance satisfactory to Mellon and executed by
the Company and each such stockholder and party. In addition, Mellon may require
for such purpose, but shall not be obligated to require, the execution of such
written settlement by all the stockholders and all other parties that may have
an interest in the settlement.
12) Any instructions given to Mellon orally from the Company, as
permitted by any provision of this Agreement, shall be confirmed in writing by a
duly authorized representative of the Company as soon as practicable. Mellon
shall not be liable or responsible and shall be fully authorized and protected
for acting, or failing to act, in accordance with any oral instructions from the
Company which do not conform with the written confirmation received in
accordance with this Section.
13) Whether or not any Warrants are surrendered to Mellon for its
services as Subscription Agent hereunder, the Company shall pay to Mellon
compensation in accordance with the fee schedule attached as Exhibit A hereto,
together with reimbursement for out-of-pocket expenses, including reasonable
fees and disbursements of counsel.
14) The Company covenants to indemnify and hold Mellon and its officers,
directors, employees, agents, contractors, subsidiaries and affiliates harmless
from and against any loss, liability, damage or expense (including without
limitation any loss, liability, damage or expense incurred for accepting
Warrants tendered without a signature guarantee and the fees and expenses
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of counsel) incurred (a) without gross negligence or bad faith or (b) as a
result of Mellon's acting or failing to act upon the Company's instructions,
arising out of or in connection with the Subscription Offer, this Agreement or
the administration of Mellon's duties hereunder, including without limitation
the costs and expenses of defending and appealing against any action,
proceeding, suit or claim in the premises. Mellon shall promptly notify the
Company of any action, proceeding, suit or claim by letter or telex or facsimile
transmission confirmed by letter. The Company shall be entitled to participate
at its own expense in the defense of any such action, proceeding, suit or claim.
Anything in this agreement to the contrary notwithstanding, in no event shall
Mellon be liable for special, indirect or consequential loss or damages of any
kind whatsoever (including but not limited to lost profits), even if Mellon have
been advised of the likelihood of such loss or damage and regardless of the form
of action. Any liability of Mellon's will be limited to the amount of fees paid
by the Company hereunder.
15) If any provision of this Agreement shall be held illegal, invalid,
or unenforceable by any court, this Agreement shall be construed and enforced as
if such provision had not been contained herein and shall be deemed an Agreement
among us to the full extent permitted by applicable law.
16) The Company represents and warrants that (a) it is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (b) the making and consummation of the
Subscription Offer and the execution, delivery and performance of all
transactions contemplated thereby (including without limitation this Agreement)
have been duly authorized by all necessary corporate action and will not result
in a breach of or constitute a default under the certificate of incorporation or
bylaws of the Company or any indenture, agreement or instrument to which it is a
party or is bound, (c) this Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable obligation
of it, (d) the Subscription Offer will comply in all material respects with all
applicable requirements of law and (e) to the best of its knowledge, there is no
litigation pending or threatened as of the date hereof in connection with the
Subscription Offer.
17) In the event that any claim of inconsistency between this Agreement
and the terms of the Subscription Offer arise, as they may from time to time be
amended, the terms of the Subscription Offer shall control, except with respect
to the duties, liabilities and rights, including compensation and
indemnification of Mellon as Subscription Agent, which shall be controlled by
the terms of this Agreement.
18) Set forth in Exhibit B hereto is a list of the names and specimen
signatures of the persons authorized to act for the Company under this
Agreement. The Secretary of the Company shall, from time to time, certify to
Mellon the names and signatures of any other persons authorized to act for the
Company under this Agreement.
19) Except as expressly set forth elsewhere in this Agreement, all
notices, instructions
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and communications under this Agreement shall be in writing, shall be effective
upon receipt and shall be addressed, if to the Company, to ___________, 00
Xxxxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000, Attention: Xxxx Xxxxx, or, if to the
Subscription Agent, to Mellon Investor Services LLC, 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Reorganization Department, or to such other
address as a party hereto shall notify the other parties.
20) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to conflict of laws
rules or principles, and shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto; provided that this Agreement may
not be assigned by any party without the prior written consent of all other
parties.
21) No provision of this Agreement may be amended, modified or waived,
except in a written document signed by both parties.
Please acknowledge receipt of this letter and confirm Mellon's agreement
concerning Mellon's appointment as Subscription Agent and Transfer Agent, and
the arrangements herein provided, by signing and returning the enclosed copy
hereof, whereupon this Agreement and Mellon's acceptance of the terms and
conditions herein provided shall constitute a binding Agreement between the
parties hereto.
Very truly yours,
WESTCORP
By:
--------------------------------------------
Name:
Title:
Accepted as of the date first written above.
MELLON INVESTOR SERVICES LLC
AS SUBSCRIPTION AGENT AND TRANSFER AGENT
By:
------------------------------------
Name:
Title:
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EXHIBIT "1"
The Registration Statement shall be incorporated herein.
EXHIBIT "2"
The Letter of Instruction shall be incorporated herein.
EXHIBIT "3"
The Notice of Guaranteed Delivery shall be incorporated herein.
EXHIBIT "4"
The Form of Warrant shall be incorporated herein.
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EXHIBIT "A"
MELLON INVESTOR SERVICES LLC
Schedule of Fees as Subscription Agent
For Westcorp
I. Set Up and Administrative Fee $7,500.00
II. Processing Basic subscriptions, each $ 14.00
III. Transferring warrants, subscription certificates, split-ups,
reissuing new Certificates, round-ups, each $ 10.00
IV. Issuing subscription certificates to record date holders,
each, and follow-up mailings $ 5.00
V. Processing oversubscriptions, including proration and
refunds, each $ 10.00
VI. Sale of Rights for holders, each $ 10.00
VII. Subscriptions requiring additional handling (window items,
defective presentations, correspondence items, legal items,
and items not providing a taxpayer identification number),
each $ 10.00
VIII. Processing Guarantee of Delivery items, each $ 10.00
IX. Handling Soliciting Dealer payments, By Appraisal
X. Special Services By Appraisal
XI. Out-of-pocket Expenses (including but not limited to postage,
stationery, telephones, overnight couriers, Messengers, overtime,
dinners, transportation, shipping and trucking Additional
XII. A minimum aggregate fee of $25,000.00 shall apply, inclusive of fees above which are
paid on a utilization basis.
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EXHIBIT "B"
Letterhead of Westcorp
Name Position Specimen Signatures
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