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EXHIBIT 99.2
Limited Partner:
Partner I.D. Code:__________________________
Class:______________________________________
Capital Contribution Percentage:____________%
Capital Account: $__________________________
No. of Shares Issuable to
Limited Partner:__________________________
PRESIDENTIAL MORTGAGE COMPANY
A CALIFORNIA LIMITED PARTNERSHIP
Limited Partner Ballot for Restructuring Plan
(IN ORDER TO VOTE YOU MUST COMPLETE AND RETURN THIS BALLOT)
LIMITED PARTNER BALLOT, DATED AS OF ____________ __, 1996 FOR
ACCEPTING, REJECTING OR ABSTAINING ON THE RESTRUCTURING PLAN OF
PRESIDENTIAL MORTGAGE COMPANY (THE "PARTNERSHIP"), IN WHICH EACH
PARTNER IN THE PARTNERSHIP WOULD BECOME A STOCKHOLDER OF PACIFIC
UNITED GROUP, INC. (THE "CORPORATION")
RETURN THIS BALLOT ON OR BEFORE FEBRUARY ___, 1996 TO:
[Distribution Agent]
[Address]
TO BE COUNTED, THIS BALLOT MUST BE RECEIVED BEFORE 5:00 P.M. (PACIFIC
TIME) ON ___________, FEBRUARY __, 1996, UNLESS EXTENDED BY THE
GENERAL PARTNER (THE "EXPIRATION DATE").
The Restructuring Plan referred to in this Ballot will be effectuated,
subject to the satisfaction of certain conditions, and thereby made binding on
you, if it is accepted by limited partners of the Partnership holding fifty-one
percent (51%) of the total capital contributions in the Partnership (excluding
any capital contributions of the General Partner of the Partnership).
THE GENERAL PARTNER OF THE PARTNERSHIP RECOMMENDS THAT YOU VOTE FOR
THE RESTRUCTURING PLAN. A VOTE TO ABSTAIN FROM ANY PROPOSAL OR A FAILURE TO
RETURN THIS BALLOT WILL BE DEEMED TO BE A VOTE AGAINST THE RESTRUCTURING PLAN.
IF YOU DO NOT COMPLETE AND RETURN THIS BALLOT SUCH THAT IT IS RECEIVED
BY THE EXPIRATION DATE, YOU WILL BE DEEMED TO HAVE VOTED AGAINST THE
RESTRUCTURING PLAN.
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IF YOU DO NOT COMPLETE AND RETURN THIS BALLOT SUCH THAT IT IS RECEIVED
BY THE EXPIRATION DATE, YOU WILL BE DEEMED TO HAVE VOTED AGAINST THE
RESTRUCTURING PLAN.
PRESIDENTIAL MORTGAGE COMPANY
Limited Partner:
Partner I.D. Code:__________________________
Class:______________________________________
Capital Contribution Percentage:____________%
Capital Account: $__________________________
No. of Shares Issuable to
Limited Partner:__________________________
The undersigned, as record owner of Limited Partnership Units of the
Partnership, hereby votes as follows:
1. Approval of the Restructuring Plan whereby (a) the Partnership will
contribute all of its assets and liabilities to the Corporation in
exchange for Common Stock of the Corporation, (b) the business of the
Partnership will thereafter be conducted by the Corporation, and (c)
the Partnership will liquidate and distribute the Common Stock of the
Corporation to all of the Partnership's partners pro rata in
accordance with their existing capital accounts in the Partnership
(other than those partners electing to cash out their investments in
the Partnership rather than receive Common Stock of the Corporation).
Check one: FOR ____ AGAINST ____ ABSTAIN ____
2.* Cash Out Option: The undersigned hereby elects to receive cash of $10
per share for the shares of Common Stock receivable by the undersigned
in connection with the Restructuring Plan.
(Initial here only if you want $10 cash per share in lieu of Common Stock)
________
*In order to elect the Cash Out Option, you must vote "FOR" Proposal 1. The
Partnership shall not be obligated to cash out an amount of shares that would
be deemed to result in an "ownership change," as defined in the Internal
Revenue Code of 1986, as amended. In the event that the Partnership receives
requests for the Cash Out Option for an excess number of shares, the
Partnership will allocate the amount of shares to be repurchased among all
limited partners requesting the Cash Out Option pro rata in accordance with
their existing capital accounts in the Partnership.
Dated:_________________________________ __________________________________________
(Signature of Limited Partner)
__________________________________________
(Print Name of Limited Partner)
__________________________________________
(Beneficial Owner, if different)
THIS BALLOT SUPERSEDES ANY PREVIOUSLY DELIVERED BALLOTS, WHICH BALLOTS
ARE NULL AND VOID. THIS BALLOT MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE BY THE SUBMISSION OF A PROPERLY EXECUTED SECOND BALLOT,
TOGETHER WITH A LETTER INDICATING THAT THE PRIOR BALLOT HAS BEEN REVOKED.
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EXHIBIT ??
Record Holder:_______________________________
Address:_____________________________________
_____________________________________
Partner I.D. Code:___________________________
Class:_______________________________________
Beneficiary:_________________________________
No. of Shares Issuable:______________________
Basic Subscription Rights Exercisable:_______
PRESIDENTIAL MORTGAGE COMPANY
------------------
Solicitation of Approval of
Restructuring Plan
in which Partners Would Become
Stockholders in Pacific United Group, Inc.
and
Additional Subscription Rights
------------------
Pursuant to the Proxy Statement/Prospectus Dated January ___, 1996
THE SOLICITATION PERIOD FOR THE RESTRUCTURING PLAN WILL EXPIRE AT 5:00 P.M.,
PACIFIC TIME, ON _________, FEBRUARY __, 1996, UNLESS EXTENDED (THE "EXPIRATION
DATE"). PLEASE RETURN YOUR INSTRUCTIONS TO THE RECORD HOLDER OF YOUR
BENEFICIAL INTEREST AS SOON AS POSSIBLE.
PLEASE NOTE THAT YOU MUST VOTE "FOR" THE RESTRUCTURING PLAN IF YOU WISH TO
ELECT THE CASH OUT OPTION OR IF YOU WISH TO SUBSCRIBE FOR ADDITIONAL SHARES.
IF YOU DO NOT COMPLETE AND RETURN THESE INSTRUCTIONS SO THAT THE RECORD HOLDER
MAY RETURN A BALLOT ON YOUR BEHALF BY THE EXPIRATION DATE, YOU WILL BE DEEMED
TO HAVE VOTED AGAINST THE RESTRUCTURING PLAN.
To Our Clients:
Enclosed for your consideration is the Proxy Statement/Prospectus
dated January ___, 1996 (the "Proxy Statement/Prospectus"), distributed to us
by the general partner of Presidential Mortgage Company, a California limited
partnership (the "Partnership") in which you are a limited partner, and the
related Limited Partner Ballot (the "Ballot") and Subscription Agreement (the
"Subscription Agreement," and collectively with the Proxy Statement/Prospectus
and the Ballot, the "Transaction Documents") as each may be supplemented or
amended from time to time, pursuant to which the Partnership is:
(i) soliciting its limited partners to accept the terms of a
restructuring plan (the "Restructuring Plan") pursuant to
which each partner's investment in the Partnership, as
represented by the Limited Partnership Units ("Units") held by
such partner, would be converted into shares of common stock
("Common Stock") of Pacific United Group, Inc., a newly formed
Delaware corporation (the "Corporation"), the number of shares
to be received based on such partner's capital account in the
Partnership;
(ii) offering each partner who votes in favor of the Restructuring
Plan the option to receive cash in lieu of Common Stock from
the Corporation at a price of $10 per share, subject to
certain limitations;
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(iii) offering those partners who vote in favor of the Restructuring
Plan the opportunity, through the exercise of Basic
Subscription Rights, to purchase an aggregate of 400,000
additional shares of Common Stock of the Corporation at a
purchase price of $10 per share, pro rata in accordance with
their capital accounts in the Partnership, conditioned upon
the successful completion of the Restructuring Plan; and
(iv) offering those partners who vote in favor of the Restructuring
Plan the opportunity, through the exercise of Oversubscription
Privileges, to purchase additional shares not purchased by
other partners, subject to proration among all partners
exercising Oversubscription Privileges.
Any exercise of either Basic Subscription Rights or the
Oversubscription Privilege (collectively, the "Rights Offering") must be made
prior to the Expiration Date in order to participate in the Rights Offering.
Capitalized terms used herein without definition are used as defined in the
Proxy Statement/Prospectus.
We are the registered holder of Units held for your account. A vote
for or against the Restructuring Plan or an election to exercise Basic
Subscription Rights or the Oversubscription Privilege may be made only by us as
the registered holder thereof pursuant to the terms of the Restructuring Plan,
and then, only pursuant to your instructions. The Ballot and the Subscription
Agreement are furnished to you for your information only and cannot be used by
you directly to vote for or against the Restructuring Plan or to purchase
shares of Common Stock of the Corporation in the Rights Offering. As
registered holder of Units for your account, we are required to complete the
Ballot and Subscription Agreement on your behalf. Therefore, we request your
instructions as to how you wish to vote on the Restructuring Plan and whether
you wish to participate in the Rights Offering.
We urge you to read the Transaction Documents carefully before
conveying your instructions to us. In order to be entitled to participate in
the Rights Offering, a Ballot with respect to Units held by us for your
account, voted in favor of the Restructuring Plan, and a Subscription Agreement
must be submitted by us pursuant to your instructions so that they are received
by the Distribution Agent and the Subscription Agent, respectively, by the
Expiration Date.
If you fail to provide us with instructions in time for us to act on
your behalf by the Expiration Date, you will be deemed to have voted against
the Restructuring Plan and you will be unable (i) to elect to have the
Corporation repurchase shares distributed to you if the Restructuring Plan is
approved and (ii) to participate in the Rights Offering. If you do not vote in
favor of the Restructuring Plan, yet it is approved by limited partners holding
fifty-one percent (51%) of the capital contributions in the Partnership, you
will receive shares of Common Stock of the Corporation pro rata in accordance
with your capital account in the Partnership, but will risk dilution of your
equity interest due to the fact that you will be unable to participate in the
Rights Offering.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to vote and/or exercise on your behalf by the Expiration
Date and otherwise in accordance with the provisions of the Restructuring Plan.
THE SOLICITATION PERIOD WILL EXPIRE AT 5:00 P.M., PACIFIC TIME, ON
____________, FEBRUARY __, 1996, UNLESS EXTENDED. BALLOTS MAY BE REVOKED
AND/OR REPLACED AT ANY TIME PRIOR TO THE EXPIRATION DATE IN ACCORDANCE WITH THE
PROCEDURES SPECIFIED IN THE PROXY STATEMENT/PROSPECTUS.
Please instruct us as to how we should vote your Units by completing,
detaching and returning to us the instruction form set forth below. In
addition, if you vote in favor of the Restructuring Plan, please inform us
whether you wish to retain the shares of Common Stock of the Corporation to be
distributed in connection therewith or have the Corporation repurchase such
shares at the purchase price of $10 per share if the Restructuring Plan is
approved. Please note that the Corporation will not repurchase an amount of
shares that would be deemed to cause an "ownership change," as such term is
defined in the Internal Revenue Code of 1986, as amended. In the event that
requests are received which exceed this amount, the Corporation will allocate
the amount of shares to be repurchased among all limited partners requesting
such a repurchase pro rata in accordance with their existing capital accounts
in the Partnership.
Finally, if you intend to vote in favor of the Restructuring Plan and
wish to participate in the Rights Offering, please instruct us on the
instruction form as to how many Basic Subscription Rights you wish to exercise
to receive shares of Common Stock of the Corporation (based on your total
entitlement listed on line (a) of the form) and how many shares you wish to
purchase pursuant to the Oversubscription Privilege, and enclose with the
instruction form a check or bank draft drawn upon a United States bank, or
postal, telegraphic or express money order, in the amount of $10 multiplied by
the number of shares you wish to purchase in the Rights Offering (including
pursuant to the Oversubscription Privilege). We will forward your payment to
_____________________, the Subscription Agent for the Rights Offering. In the
event that the Corporation receives subscriptions for shares in excess of
400,000, the Subscription Agent will return any portion of your subscription
funds, together with any interest earned
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thereon that is not used to acquire shares of Common Stock of the Corporation
for your account, directly to you. In the event that the Restructuring Plan is
not approved, the Subscription Agent will return all of your subscription
funds, together with any interest earned thereon, directly to you. An envelope
to return your instructions is enclosed. Your instructions should be forwarded
to us in ample time to permit us to submit a Ballot and/or a Subscription
Agreement on your behalf prior to the Expiration Date.
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Record Holder:_______________________________
Address:_____________________________________
_____________________________________
Partner I.D. Code:___________________________
Class:_______________________________________
Beneficiary:_________________________________
No. of Shares Issuable:______________________
Basic Subscription Rights Exercisable:_______
PRESIDENTIAL MORTGAGE COMPANY
BALLOT INSTRUCTIONS TO ACCOUNT XXXXXX
(Return this Form to the Record Holder of Limited Partnership Units
Held for Your Account)
The undersigned acknowledge(s) receipt of your letter and the enclosed
Proxy Statement/Prospectus dated January __, 1996 and the related Limited
Partner Ballot and Subscription Agreement in connection with the Restructuring
Plan. In order for you to make certain representations, warranties and
acknowledgments to the Partnership and the Corporation as set forth in the
Ballot and the Subscription Agreement, the undersigned hereby represents,
warrants and acknowledges to you that the representations, warranties and
acknowledgements set forth in the Ballot and the Subscription Agreement are
true and correct with respect to the undersigned.
This will instruct you as to how to vote as indicated below for or
against the Restructuring Plan and whether to exercise rights to purchase
shares of Common Stock of the Corporation in the Rights Offering, upon the
terms and subject to the conditions set forth in the Proxy
Statement/Prospectus.
Restructuring Plan SIGN HERE
_______________________________________________
Check one: Signature(s)
FOR ______ AGAINST ______ ABSTAIN_____ _______________________________________________
Name(s) (Please Print)
Cash Out Option(1)
_______________________________________________
Check here if you wish to elect the Cash Out Option shares Address
for $10 per share: _____
_______________________________________________
Zip Code
Participation in the Rights Offering(2) _______________________________________________
Area Code and Telephone No.
(a) Basic Subscription Rights Exercised(3) ______________
_______________________________________________
(b) Maximum Rights Exercised Pursuant to Dated:
Oversubscription Privilege(3) ______________
(c) Maximum Shares Subscribed For(3)
((a)+(b)) ______________
Subscription Price(3) $_____________
(enclosed)
_______________
(footnotes on next page)
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________________
1/ You may not elect to have the Corporation repurchase the shares to be
distributed to you if you have not voted in favor of the Restructuring Plan.
If you fail to make any election hereunder, you shall be deemed to have elected
to retain such shares of Common Stock of the Corporation.
2/ In order to participate in the Rights Offering, you must have voted "FOR"
the Restructuring Plan above. Each Right entitles you to one share of Common
Stock of the Corporation.
3/ If you do not indicate the number of shares which you are willing to
subscribe for or do not forward full payment for the number of shares of Common
Stock indicated as being subscribed for, then you will be deemed to have
exercised the maximum number of Basic Subscription Rights and/or that portion
of the Oversubscription Privilege that may be exercised for the aggregate
subscription price delivered herewith.
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