1
Exhibit 4.3
VOID IF NOT RECEIVED BY THE DISTRIBUTION AGENT BEFORE 5:00 P.M., MINNESOTA TIME,
ON __________ ____, 1998, UNLESS EXTENDED.
SUBSCRIPTION CERTIFICATE
RIGHTS TO PURCHASE
____ shares of Common Stock, $.001 par value
of
CYGNET FINANCIAL CORPORATION
CUSIP NO. _____________
Cygnet Financial Corporation, a Delaware corporation (the "Company"), has issued
rights (the "Rights") to purchase an aggregate of ___________ shares (the
"Offered Shares") of its common stock, $.001 par value (the "Common Stock"),
pursuant to the Rights offering (the "Rights Offering") described in the
Company's Prospectus dated _____ ___, 1998 (the "Prospectus"). Holders of Rights
may elect to purchase Common Stock pursuant to exercise of the Rights (the
"Primary Subscriptions") and, if Offered Shares remain available after exercise
of Rights pursuant to the Primary Subscriptions of all holders of Rights, each
holder who has exercised his full Primary Subscription may also elect to
purchase additional Offered Shares, subject to allocation and proration, up to
the total number of shares of Common Stock purchased pursuant to such holder's
Primary Subscription (the "Over-Subscription Election"). The purchase rights
evidenced hereby are contingent on the occurrence of the Split-up, as described
in the Prospectus. If the Split-up does not occur, no Company Common Stock will
be issued pursuant to the Rights evidenced hereby and the subscription price
paid upon exercise of the Rights or any Over-Subscription Election with respect
thereto will be returned to the holder hereof.
PRIMARY SUBSCRIPTION
________________________________________________________________________________
(Name of Registered Owner)
________________________________________________________________________________
(Address of Registered Owner)
the registered owner hereof or assigns (the "Holder"), is entitled to purchase
from the Company, at the purchase price per share of $7.00 (the "Subscription
Price"), the number of shares of Common Stock of the Company set forth above or
any portion thereof pursuant to the Primary Subscription of such Holder.
2
OVER-SUBSCRIPTION ELECTION
If the Holder hereof has exercised all of the Holder's Primary Subscription, the
Holder is also entitled to purchase from the Company at the Subscription Price
an additional number of Offered Shares, if any, pursuant to the
Over-Subscription Election of such Holder, up to the number of shares purchased
pursuant to such Holder's Primary Subscription, subject to allocation and
proration as described in the Prospectus.
METHOD OF EXERCISE OF RIGHTS
In order to exercise your rights, you must either (i) complete and sign this
subscription certificate on the back and return it together with payment of the
subscription price for the shares, or (ii) present a properly completed Notice
of Guaranteed Delivery, in either case to the Distribution Agent, Norwest Bank
Minnesota, National Association, before 5:00 p.m., Minnesota Time, on
_____________, 1998, unless extended (the "Expiration Date") at one of the
addresses listed below:
By First Class Mail By Express Mail or Overnight Courier By Hand
*DELIVERY TO AN ADDRESS OTHER THAN ONE OF THE ADDRESSES LISTED ABOVE WILL NOT
CONSTITUTE VALID DELIVERY.
FULL PAYMENT OF THE SUBSCRIPTION PRICE PER SHARE FOR ALL SHARES SUBSCRIBED FOR
PURSUANT TO BOTH THE PRIMARY SUBSCRIPTION AND OVER-SUBSCRIPTION ELECTION MUST
ACCOMPANY THIS SUBSCRIPTION CERTIFICATE AND MUST BE MADE PAYABLE IN UNITED
STATES DOLLARS BY MONEY ORDER OR CERTIFIED CHECK TO NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, AS ESCROW AGENT FOR CYGNET FINANCIAL CORPORATION. IF A
NOTICE OF GUARANTEED DELIVERY IS USED, A PROPERLY COMPLETED AND EXECUTED
SUBSCRIPTION CERTIFICATE, AND FULL PAYMENT, AS DESCRIBED IN SUCH NOTICE, MUST BE
RECEIVED BY THE DISTRIBUTION AGENT NO LATER THAN THE CLOSE OF BUSINESS ON THE
THIRD BUSINESS DAY AFTER THE EXPIRATION DATE. SUCH FUNDS WILL BE HELD IN AN
ESCROW ACCOUNT ESTABLISHED WITH THE ESCROW AGENT. NO INTEREST WILL BE EARNED BY
SUBSCRIBERS ON SUCH FUNDS WHILE HELD IN ESCROW. FOR ADDITIONAL INFORMATION, SEE
THE PROSPECTUS.
If the aggregate Subscription Price paid by the Holder is insufficient to
purchase the aggregate number of shares subscribed for, then such Holder will be
deemed to have exercised first, the Primary Subscription and second, the
Over-Subscription Election to the full extent of the payment tendered. If the
aggregate Subscription Price paid by the Holder exceeds the amount necessary to
purchase the number of shares for which the Holder has indicated an intention to
subscribe, then the Holder will be deemed to have exercised first, the Primary
Subscription and second, the Over-Subscription Election to the full extent of
the excess payment tendered.
THESE SUBSCRIPTION RIGHTS ARE TRANSFERABLE AND MAY BE COMBINED
OR DIVIDED (BUT ONLY INTO SUBSCRIPTION CERTIFICATES EVIDENCING A WHOLE
NUMBER OF RIGHTS) AT THE OFFICE OF THE DISTRIBUTION AGENT.
2
3
Any questions regarding this Subscription Certificate and the Rights
Offering may be directed to the Information Agent, Corporate Investor
Communications, Inc., toll-free at 1-888-673- 4478.
Account No.: Control No:
Number of Primary Subscription Rights:
Number of Shares Entitled to Primary Subscription:
3
4
CYGNET FINANCIAL CORPORATION
PURCHASE FORM
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. PLEASE FILL IN ALL APPLICABLE
INFORMATION.
TO: Norwest Bank Minnesota, National Association, Distribution Agent
__________________________
__________________________
Expiration Date: __________ ____, 1998 (unless extended)
SECTION I. TO SUBSCRIBE:
IF YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT:
A. Primary Subscription
x $ 7.00 = $
__________________________ _______________ ________________
(No. of New Shares) (price per share) (Amount Enclosed)
B. I apply for the Over_Subscription Election
(You can only subscribe if you have fully
exercised your Primary Subscription rights. A record holder who holds
as nominee for a beneficial owner may subscribe if the beneficial owner
has exercised such owner's full Primary Subscription rights and a
Nominee Holder Certification in the form accompanying this Subscription
Certificate is completed as to such beneficial owner.)
x $ 7.00 = $
__________________________ _______________ ________________
(No. of New Shares) (price per share) (Amount Enclosed)
IF YOU WISH TO APPLY FOR LESS THAN YOUR FULL ENTITLEMENT:
C. I apply for less than the full entitlement
x $ 7.00 = $
__________________________ _______________ ________________
(No. of New Shares) (price per share) (Amount Enclosed)
I acknowledge that I have received the Prospectus for the Rights
Offering and I hereby irrevocably subscribe for the number of shares indicated
above as a total of A and B or C above, on
4
5
the terms and conditions specified in the Prospectus relating to the Primary
Subscription and the Over-Subscription Election.
Signature of subscriber(s)______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Telephone number (including area code) ( )___________________________
________________________________________________________________________________
________________________________________________________________________________
*Signature Guaranteed By:
_______________________________
*If you wish to have your shares and refund check (if any) delivered to
an address other than that listed on this Subscription Certificate, you must
have your signature guaranteed by an eligible guarantor institution (banks,
stock brokers, savings and loan associations, and credit unions) with membership
in an approved signature guarantee medallion program pursuant to SEC Rule
17Ad-15. Please provide the delivery address below and note if it is a permanent
change.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
SECTION II. TO TRANSFER RIGHTS:
For value received, ______________________ of the Rights represented by this
Subscription Certificate are assigned to:
________________________________________________________________________________
(Print Full Name of Assignee)
________________________________________________________________________________
(Print Full Address of Assignee)
________________________________________________________________________________
(Social Security or Tax ID Number of Assignee)
________________________________________________________________________________
(Signature(s) of Assignor(s))
The signature(s) must correspond with the name(s) as written upon the face of
this Subscription Certificate, in every particular, without alteration.
5
6
IMPORTANT: For Transfer, a Signature Guarantee must be provided by an eligible
guarantor institution (banks, stock brokers, savings and loan associations, and
credit unions) with membership in an approved signature guarantee medallion
program pursuant to SEC Rule 17AD-15.
*Signature Guaranteed By:
_______________________________
Proceeds from the sale of rights may be subject to withholding of U.S. Taxes
unless the Seller's Certified U.S. Taxpayer Identification Number (or
certification regarding foreign status) is on file with the Distribution Agent
and the Seller is not otherwise subject to U.S. Backup Withholding.
[ ] Check here if rights are being exercised pursuant to a Notice of
Guaranteed Delivery to the Distribution Agent prior to the date hereof
and complete the following:
Name(s) of Registered Owner(s): ________________________________________________
Window Ticket Number (if any): _________________________________________________
Date of Execution of Notice of
Guaranteed Delivery: ___________________________________________________________
Name of Institution which
Guaranteed Delivery: ___________________________________________________________
6
7
CYGNET FINANCIAL CORPORATION
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
____________ ___, 1998
To Broker/Dealers:
Cygnet Financial Corporation, a Delaware corporation (the "Company"),
is commencing an offering (the "Offering") to stockholders of record of Ugly
Duckling Corporation, a Delaware corporation ("UDC"), as of the close of
business on August 17, 1998 of rights (the "Rights") to purchase common stock,
$.001 par value (the "Common Stock") of the Company at a subscription price of
$7.00 per share. Each stockholder of record of UDC on August 17, 1998 will
receive one (1) Right for each four (4) shares of UDC common stock, $.001 par
value ("UDC Common Stock"), held. When the number of shares of UDC Common Stock
held by a record holder is not divisible by four, the number of Rights to be
issued to such stockholder will be rounded upward to the nearest whole Right.
You are instructed to allocate the Rights issued to you among the beneficial
owners of UDC Common Stock registered in your name or the name of your nominee
by rounding upward or downward to the nearest whole Right. The Rights are
transferrable and are exercisable only for a limited period as described below.
The Rights entitle the holder to subscribe for shares of Common Stock
at the rate of one (1) share of Common Stock for each Right held, with an
over-subscription privilege exercisable in certain events. The Rights are more
fully described in the Prospectus.
We are asking you to contact your clients for whom you hold UDC Common
Stock registered in your name (or in the name of your nominee) to obtain
instructions with respect to the Rights. You will be reimbursed for customary
mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to your clients. The Company will not pay any fees or commissions to
any broker or dealer or other person for soliciting exercises of Rights.
Enclosed please find copies of:
1. The Company's Prospectus, dated _________ __, 1998;
2. The Company's letter to beneficial holders;
3. The Company's letter to registered holders;
4. A Notice of Guaranteed Delivery; and
5. A Beneficial Owner Certification.
Please note that the Offering expires on ________ ___, 1998 (unless
extended by the Company), and that the final date on which Rights may be sold
(unless extended) is ________ ___, 1998.
8
If you have questions relating to the Offering, or wish to acquire
additional copies of the Prospectus or other materials, please contact the
Company's Information Agent, Corporate Investor Communications, Inc., toll free
at 0-000-000-0000.
Very truly yours,
CYGNET FINANCIAL CORPORATION
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE ANY PERSON AS AN
AGENT OF THE COMPANY OR OF UDC, THE SUBSCRIPTION AGENT OR ANY OTHER PERSON
MAKING OR DEEMED TO BE MAKING OFFERS OF THE SHARES, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
OFFERING, EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.
2
9
NOTICE OF GUARANTEED DELIVERY
FOR SHARES OF COMMON STOCK
OF
CYGNET FINANCIAL CORPORATION
___________________
THIS FORM IS TO BE USED ONLY BY NEW YORK STOCK EXCHANGE MEMBER FIRMS, BANKS,
TRUST COMPANIES, OR OTHER FINANCIAL INSTITUTIONS THAT ARE MEMBERS OF THE
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM, THE STOCK EXCHANGE MEDALLION
PROGRAM OR THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM.
___________________
As set forth in the Prospectus under "______________________," this form or one
substantially equivalent hereto, may be used as a means of effecting the
subscription and payment for all shares of Common Stock (the "Shares") of Cygnet
Financial Corporation (the "Company") subscribed for pursuant to the Primary
Subscription and the Over-Subscription Privilege, as such terms are defined in
the Prospectus. This form may be delivered by hand or sent by facsimile
transmission, overnight courier or mail to the Distribution Agent.
The Distribution Agent Is:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By Express Mail
By First Class Mail By Hand or Overnight Courier:
By Facsimile
Confirmed by telephone to:
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
The bank, trust company, New York Stock Exchange member firm, or other
financial institution referred to above which completes this form must
communicate the guarantee and the number of shares subscribed for (pursuant to
both the Primary Subscription and the Over-Subscription Privilege) to the
Distribution Agent and must deliver this Notice of Guaranteed Delivery to the
Distribution Agent prior to 5:00 p.m., Minnesota time, on the Expiration Date
(________ ___, 1998). This Notice of Guaranteed Delivery guarantees delivery to
the Distribution Agent of (i) a properly completed and executed Subscription
Certificate and (ii) delivery of payment in full for all subscribed shares.
Failure to so deliver this Notice or to make the delivery guaranteed herein will
result in a forfeiture of the Rights.
GUARANTEE
The undersigned hereby guarantees delivery to the Distribution Agent by
5:00 p.m., Minnesota time, on the third business day after the Expiration Date
of (i) a properly completed and executed Subscription Certificate and (ii)
payment of the full Subscription Price for all shares subscribed for pursuant to
the Primary Subscription and, if applicable, the Over-Subscription Privilege, as
such subscription for shares is indicated herein and in the Subscription
Certificate.
3
10
Broker Assigned Control # _______
CYGNET FINANCIAL CORPORATION
1. Primary Subscription Number of Rights to Number of shares Payment to be made in
be exercised subscribed for pursuant to connection with shares
the Primary Subscription subscribed for pursuant
for which you are to the Primary
guaranteeing delivery of Subscription
Rights and Payment
_______ Rights ________ Shares $________________
2. Over_Subscription Number of shares Payment to be made in
subscribed for pursuant to connection with shares
the Over-Subscription subscribed for pursuant
Privilege for which you are to the Over-Subscription
guaranteeing payment Privilege
________ Shares $________________
3. Totals Total Number of Total number of Shares Total Payment
Rights to be requested
Delivered
_______ Rights _______ Shares $_______________
Method of delivery (circle one)
A. Through The Depository Trust Company ("DTC")
B. Direct to Norwest Bank Minnesota, National Association, as Distribution
Agent. Please reference below the registration of the Rights to be
delivered.
_____________________________
_____________________________
_____________________________
4
11
PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number
needs to be referenced on any direct delivery of Rights or any delivery through
DTC. In addition, please note that if you are guaranteeing for shares subscribed
for pursuant to the Over-Subscription Privilege and are a DTC participant, you
must also execute and forward to Norwest Bank Minnesota, National Association, a
Nominee Holder Certification Form.
________________________________ __________________________________
Name of Firm Authorized Signature
________________________________ __________________________________
DTC Participant Number Title
________________________________ __________________________________
Address Name (Please type or Print)
________________________________ __________________________________
Zip Code Phone Number
________________________________ __________________________________
Contact Name Date
5
12
INSTRUCTIONS FOR COMPLETING THE SUBSCRIPTION CERTIFICATE
CYGNET FINANCIAL CORPORATION
The enclosed Subscription Certificate represents the number of Rights,
as set forth on the Subscription Certificate, held by the registered holder
thereof (the "Holder"). The Holder is entitled to acquire one (1) share of the
Common Stock of Cygnet Financial Corporation (the "Company") for each Right
held.
To subscribe for shares of Common Stock, the Holder must present to
Norwest Bank Minnesota, National Association (the "Distribution Agent"), prior
to 5:00 p.m., Minnesota time, on or prior to the Expiration Date, either:
(1) a properly completed and executed Subscription Certificate and a
money order or certified check drawn on a bank located in the United States of
America and payable to Norwest Bank Minnesota, National Association, as Escrow
Agent for Cygnet Financial Corporation, for an amount equal to the number of
shares subscribed for under the Primary Subscription (and, if such Holder is
electing to exercise an Over-Subscription Election, under the Over-Subscription
Election) multiplied by the Subscription Price; or
(2) if the Holder is eligible therefor, a Notice of Guaranteed Delivery
guaranteeing delivery of (i) a properly completed and executed Subscription
Certificate and (ii) a money order or certified check drawn on a bank located in
the United States of America and payable to Norwest Bank Minnesota, National
Association, as Escrow Agent for Cygnet Financial Corporation, for an amount
equal to the number of shares subscribed for under the Primary Subscription
(and, if such Holder is electing to exercise an Over-Subscription Election,
under the Over-Subscription Election) multiplied by the Subscription Price
(which certificate and money order or certified check must then be delivered on
or before the third business day after the Expiration Date).
If the Holder of the Subscription Certificate desires to subscribe for
additional shares pursuant to an Over-Subscription Election, the Subscription
Certificate must be completed to indicate the maximum number of shares for which
such privilege is being exercised and, if the Over-Subscription Election is
being made by a nominee on behalf of a beneficial owner, a Nominee Holder
Certification must also be included.
On a date within seven (7) business days following the Expiration Date
(the "Confirmation Date"), subscribers will be sent notification as to (i) the
number of shares subscribed for under the Primary Subscription and, if
applicable, an Over-Subscription Election, (ii) any reduction of the number of
shares subscribed for pursuant to the Over-Subscription Election due to
allocation and proration, and (iii) any amount of the Subscription Price paid
that is refundable to such subscriber as a result of any such allocation and
proration.
The Subscription Certificate may be transferred, in the same manner and
with the same effect as in the case of a negotiable instrument payable to
specific persons, by duly completing and signing the transfer section of the
Subscription Certificate.
ANY QUESTIONS REGARDING THE SUBSCRIPTION CERTIFICATE AND THE RIGHTS
OFFERING MAY BE DIRECTED TO THE COMPANY'S INFORMATION AGENT, CORPORATE INVESTOR
COMMUNICATIONS, INC., TOLL FREE AT 0-000-000-0000.
6
13
CYGNET FINANCIAL CORPORATION
NOMINEE HOLDER CERTIFICATION
The undersigned, a bank, broker or other nominee holder of common
stock, $.001 par value ("Common Stock"), of Cygnet Financial Corporation (the
"Company"), hereby certifies to the Company and to Norwest Bank Minnesota,
National Association, as Distribution Agent pursuant to the Rights Offering
described and provided for in the Company's Prospectus dated ___________ ___,
1998 (the "Prospectus"), that (1) the undersigned has exercised, on behalf of
beneficial owners of Common Stock (which may include the undersigned), rights to
subscribe for the number of shares of Common Stock specified below pursuant to
their Rights under the Primary Subscription (as defined in the Prospectus),
listing separately below for each beneficial owner the number of shares
beneficially owned by such beneficial owner, the number of Rights granted to
such beneficial owner, the number of shares subscribed for pursuant to its
Rights under the Primary Subscription and the corresponding amount of shares
subscribed for pursuant to the Over-Subscription Privilege (as defined in the
Prospectus) (without identifying any such beneficial owner) and (2) the Rights
under the Primary Subscription of each beneficial owner exercising the
Over-Subscription Privilege have been exercised in full. The undersigned has
attached additional sheets if more space is required.
RECORD DATE POSITIONS
Number of Shares
Number of Shares Subscribed for
Number of Shares Subscribed for Pursuant to
Beneficially Owned Number of Rights Pursuant to Rights Over-Subscription Privilege
1.
2.
3.
4.
5.
NON-RECORD DATE POSITIONS
1.
2.
3.
4.
5.
7
14
Provide the following information ________________________________
if applicable: Name of Nominee Holder
________________________________
Address
By: ____________________________
Depository Trust Company ("DTC") Name:
Participant Number Title:
Dated: ___________________, 1998
DTC Primary Subscription
Confirmation Number(s)
8
15
CYGNET FINANCIAL CORPORATION
0000 XXXX XXXXXXXXX XXXX, XXXXX 0000
XXXXXXX, XXXXXXX 00000
Dear Beneficial Stockholder: _____________ ____, 1998
On behalf of the Board of Directors of Cygnet Financial Corporation
(the "Company"), we are pleased to provide details on the Company's recently
announced Common Stock Rights Offering (the "Offering"). The Offering is being
made to record holders of common stock, $.001 par value ("UDC Common Stock"), of
Ugly Duckling Corporation ("UDC"), the sole stockholder of the Company, as of
August 17, 1998 (the "Record Date"), in connection with a split-up of the
operations of UDC into two publicly-held corporate groups. The new shares are
being offered at $7.00 per share (the "Subscription Price").
Your attention is directed to the following:
- Issuance of Rights: Stockholders of record as of August 17,
1998 (the "Record Date") of UDC will receive one (1)
transferable Right for each four (4) shares of UDC Common
Stock held on the Record Date. When the number of shares of
UDC Common Stock held by a UDC beneficial owner is not
divisible by four, the number of Rights to be issued to such
stockholder will be rounded upward or downward to the nearest
whole Right.
- Expiration of the Offering: The Expiration Date of the
Offering is 5:00 p.m., Minnesota time, on _________ ___, 1998,
unless extended by the Company. RIGHTS NOT EXERCISED OR SOLD
PRIOR TO THE EXPIRATION DATE WILL EXPIRE AND BECOME WORTHLESS.
- Transferability of Rights: Rights will be admitted for trading
on the Nasdaq National Market, under the symbol "CGNTR," and
may be purchased or sold through normal brokerage channels
through ____________ ____, 1998 (the last business day before
the Expiration Date).
- Primary Subscription: Each Right will entitle the holder to
acquire one (1) share of the Company's Common Stock at the
Subscription Price.
- Over-Subscription Privilege: Holders of Rights who fully
exercise all their Rights are entitled to subscribe at the
Subscription Price for shares that were not otherwise
subscribed for during the Primary Subscription. However, if
such over-subscriptions exceed the number of shares available,
the shares available are subject to allotment, as more fully
described in the Prospectus.
- Payment for Shares: Payment (which will be the Subscription
Price multiplied by the number of shares subscribed for) for
shares purchased under both the Primary and Over-Subscriptions
must be received by the Expiration Date.
The enclosed Prospectus describes the Rights and the procedures to
follow if you choose to exercise or sell your Rights. Please read the Prospectus
and other enclosed materials carefully. The broker or other nominee holding your
shares of UDC Common Stock has received your transferable Rights. You must
contact your broker or such nominee if you wish to participate in the Offering.
Sincerely,
________________________
Any questions regarding the Offering should be directed to (a) your broker or
other nominee or (b) the Company's Information Agent, Corporate Investor
Communications, Inc. toll free at 0-000-000-0000.
9
16
CYGNET FINANCIAL CORPORATION
0000 XXXX XXXXXXXXX XXXX, XXXXX 0000
XXXXXXX, XXXXXXX 00000
Dear Registered Stockholder: _____________ ____, 1998
On behalf of the Board of Directors of Cygnet Financial Corporation
(the "Company"), we are pleased to provide details on the Company's recently
announced Common Stock Rights Offering (the "Offering"). The Offering is being
made to record holders of common stock, $.001 par value ("UDC Common Stock"), of
Ugly Duckling Corporation ("UDC"), the sole stockholder of the Company, as of
August 17, 1998 (the "Record Date"), in connection with a split-up of the
operations of UDC into two publicly-held corporate groups. The new shares are
being offered at $7.00 per share (the "Subscription Price").
Your attention is directed to the following:
- Issuance of Rights: Stockholders of record as of August 17,
1998 (the Record Date) of UDC will receive one (1)
transferable Right for each four (4) shares of UDC Common
Stock held on the Record Date. When the number of shares of
UDC Common Stock held by a UDC stockholder is not divisible by
four, the number of Rights to be issued to such stockholder
will be rounded upward to the nearest whole Right.
- Expiration of the Offering: The Expiration Date of the
Offering is 5:00 p.m., Minnesota time, on _________ ___, 1998,
unless extended by the Company. SUBJECT TO THE PROCEDURES FOR
EXERCISE BY NOTICE OF GUARANTEED DELIVERY, RIGHTS NOT
EXERCISED OR SOLD PRIOR TO THE EXPIRATION DATE WILL EXPIRE AND
BECOME WORTHLESS.
- Transferability of Rights: Rights will be admitted for trading
on the Nasdaq National Market, under the symbol "CGNTR," and
may be purchased or sold through normal brokerage channels
through ____________ ____, 1998 (the last business day before
the Expiration Date).
- Primary Subscription: Each Right will entitle the holder to
acquire one (1) share of the Company's Common Stock at the
Subscription Price.
- Over-Subscription Privilege: Holders of Rights who fully
exercise all their Rights are entitled to subscribe at the
Subscription Price for shares that were not otherwise
subscribed for during the Primary Subscription. However, if
such over-subscriptions exceed the number of shares available,
the shares available are subject to allotment, as more fully
described in the Prospectus.
- Payment for Shares: Subject to the procedures for exercise by
Notice of Guaranteed Delivery, payment (which will be the
Subscription Price multiplied by the number of shares
subscribed for) for shares purchased under both the Primary
and Over-Subscriptions must be received by the Expiration
Date.
The enclosed Prospectus describes the Rights and the procedures to
follow if you choose to exercise or sell your Rights. Please read the Prospectus
and other enclosed materials carefully.
Sincerely,
_____________________
Any questions regarding the Offering should be directed to the Company's
Information Agent, Corporate Investor Communications, Inc. toll free at
0-000-000-0000.
10
