Exhibit 99.1
CHART HOUSE ENTERPRISES, INC.
SUBSCRIPTION RIGHTS FOR SERIES A PREFERRED STOCK
Control No. _______ Rights Represented by this
Subscription Certificate ________________
CUSIP No. 160902 11 0 Maximum Basic Subscription Privilege
Shares Available ________________________
Account No. _______________________________
Expiration Time ____________, 2001 (unless extended)
VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT
ON OR BEFORE THE EXPIRATION TIME
THIS CERTIFIES THAT the registered owner, whose name is inscribed herein is the
owner of the number of transferable rights (individually, a "Right" and
collectively, the "Rights") set forth in this subscription certificate (the
"Subscription Certificate"), each of which entitles the owner to subscribe for
and purchase one share of Series A Preferred Stock, $1.00 par value per share
(the "Series A Preferred Shares") of Chart House Enterprises, Inc. ("Chart
House"), a Delaware corporation (the "Basic Subscription Privilege"), on the
terms and subject to the conditions set forth in the Chart House prospectus
dated _________________, 2001 (the "Prospectus") and the accompanying
instructions as to use of Chart House's Subscription Certificates. The valid
exercise of all of the Rights represented by this Subscription Certificate
entitles its owner to subscribe for and purchase additional Series A Preferred
Shares not purchased by other Rights holders in the exercise of their Basic
Subscription Privilege (the "Oversubscription Privilege"). The transferable
Rights represented by this Subscription Certificate may be (i) exercised by duly
completing Section 1 or (ii) transferred or assigned by duly completing Section
2, on the reverse side hereof. Stock certificates for the Series A Preferred
Shares subscribed for pursuant to the Basic Subscription Privilege will be
delivered as soon as practicable after _________________, 2001, whether you
exercise your rights immediately prior to that date or earlier. Stock
certificates for the Series A Preferred Shares subscribed for pursuant to the
Oversubscription Privilege will be delivered as soon as practicable after
_________________, 2001.
THE SUBSCRIPTION RIGHTS ARE TRANSFERABLE
To subscribe for Series A Preferred Shares pursuant to your Basic Subscription
Privilege, please complete line "A" on the reverse side hereof.
To subscribe for any Oversubscription shares please complete line "B" on the
reverse side hereof. (Please Note: A Rights holder may not exercise the
Oversubscription Privilege unless such holder's Basic Subscription Privilege has
been exercised in full).
If the number of Rights being exercised (Section 1) or transferred (Section 2)
pursuant to the Basic Subscription Privilege or the Oversubscription Privilege
is less than all of the Rights represented by this Subscription Certificate,
please complete line "D" on the reverse side hereof if you would like EquiServe
Trust Company, N.A. (the "Subscription Agent") to deliver to you a new
Subscription Certificate evidencing the remaining Rights to which you are
entitled.
Payment of Shares: Full payment for the Basic Subscription Privilege shares and
Oversubscription Privilege shares must accompany this Subscription Certificate
or, if applicable, a notice of guaranteed delivery. Full payment must be made by
(i) uncertified personal check (please note that funds paid by uncertified
personal check may take at least five business days to clear so Rights holders
are urged to make payment sufficiently in advance of the Expiration Time to
ensure that such payment is received and clears by such time, and are urged to
consider payment by means of certified check, bank draft or money order), or
(ii) certified check or bank draft drawn on a U.S. bank, or money order, payable
to EquiServe Trust Company, N.A., as Subscription Agent.
Payment must be in United States dollars. Only money orders or checks drawn on a
bank located in the continental United States and made payable to EquiServe
Trust Company, N.A., as Subscription Agent, will be accepted. Please reference
your rights card control number on your check, money order or notice of
guaranteed delivery.
If the amount enclosed or transmitted is not sufficient to pay the subscription
price for all Series A Preferred Shares that are stated to be subscribed for, or
if the number of Series A Preferred Shares being subscribed for is not
specified, the number of Series A Preferred Shares subscribed for will be
assumed to be the maximum number that could be subscribed for upon payment of
such amount. If the amount enclosed or transmitted exceeds the subscription
price for all Series A preferred shares that the undersigned has the right to
purchase pursuant to the Basic Subscription Privilege and the Oversubscription
Privilege (such excess amount, the "Subscription Excess"), the Subscription
Agent shall return the Subscription Excess to the subscriber without interest or
deduction.
By Mail: By Overnight Courier: By Hand:
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer and Reporting
Attention: Corporate Actions Attention: Corporate Actions Services, Inc.
P.O. Box 43025 00 Xxxxxxxxxx Xxxxx c/o EquiServe Trust Company, N.A.
Providence, RI 02940-3025 Braintree, MA 02184 Attention: Corporate Actions
000 Xxxxxxxx Xxxxxx/Xxxxxxxx
Xxx Xxxx, XX 00000
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PLEASE FILL IN ALL APPLICABLE INFORMATION
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A. Basic Subscription Privilege _______________ x $ ____________________ = $________
(1 Right = 1 Series A Preferred Share) (No. of Shares) (Subscription Price)
B. Oversubscription Privilege _______________ x $ ____________________ = $____ (1) (1) The Oversubscription
(No. of Shares) (Subscription Price) Privilege can only be
C. Amount of Payment Enclosed = exercised by Rights holders
$ _____________ if the Basic Subscription
Privilege has been
exercised in full.
X. Xxxxxxx a new Subscription
Certificate evidencing any
remaining Rights [_] (check box)
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SECTION 1. TO SUBSCRIBE: I hereby irrevocably subscribe for the face amount of
Series A Preferred Shares indicated as the total of A and B hereon upon the
terms and conditions specified in the Prospectus relating thereto, receipt of
which is acknowledged.
__________________________________________________________________________
Signature(s) of Subscriber(s)
__________________________________________________________________________
__________________________________________________________________________
Address for delivery of Shares if other than shown on front
If permanent change of address, check here [_]
Please give your telephone number: ( ) _________________________________
Please give your e-mail address: _________________________________________
If Rights are being exercised pursuant to a notice of guaranteed delivery
delivered to the Subscription Agent, please complete the following:
Name of registered owner(s): _____________________________________________
Window Ticket Number (if any): ___________________________________________
Date of execution of notice of guaranteed delivery: ______________________
Name of institution guaranteeing delivery: _______________________________
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SECTION 2. TO TRANSFER RIGHTS: For value received, _________________ of the
Rights represented by the Subscription Certificate are assigned to:
___________________________________________
(Print Full Name of Assignee)
___________________________________________
___________________________________________
(Print Full Address of Assignee)
___________________________________________
Social Security Number(s) or
Taxpayer ID Number(s) of Assignee(s)
___________________________________________
Signature(s) of Assignor(s)
IMPORTANT: The Signature(s) in Section 1 or Section 2 must correspond in every
particular, without alteration, with the name(s) as printed on your
Subscription Certificate.
Your signature must be guaranteed by an eligible guarantor institution, which
includes banks, brokers, dealers, credit unions, national securities exchanges
and savings associations.
Authorized Signature: ___________________________________________________
Name: ___________________________________________________________________
Name of Firm: ___________________________________________________________
Address: ________________________________________________________________
Area Code and Telephone Number:__________________________________________
Date: ___________________________________________________________________
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