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EXHIBIT 99.3
Limited Partner:_____________________________
Partner I.D. Code:___________________________
Class:_______________________________________
Basic Subscription
Rights:____________________________shares
ALL RIGHTS WILL EXPIRE AT 5:00 P.M., PACIFIC TIME,
ON FEBRUARY __, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE"),
AND THIS SUBSCRIPTION AGREEMENT (THIS "AGREEMENT")
IS VOID THEREAFTER
SUBSCRIPTION AGREEMENT FOR COMMON STOCK OF
PACIFIC UNITED GROUP, INC.
The undersigned ("Subscriber") hereby subscribes for shares of Pacific
United Group, Inc., a Delaware corporation (the "Corporation") pursuant to the
exercise of Basic Subscription Rights and/or its Oversubscription Privilege
(collectively, the "Rights"), subject to the completion of the Restructuring
Plan of Presidential Mortgage Company, a California limited partnership (the
"Partnership") that is the predecessor-in-interest of the Corporation and that
will cease to exist upon completion of the Restructuring Plan. Capitalized
terms used herein without definition are used as defined in the Proxy
Statement/Prospectus dated January ___, 1996 with respect to the Restructuring
Plan (the "Proxy Statement/Prospectus").
In consideration of the Corporation's agreement to sell shares of
Common Stock of the Corporation to Subscriber upon the exercise of the Rights,
and upon the following terms and conditions, Subscriber and the Corporation
hereby agree, represent and warrant as follows:
Basic Subscription Rights:
The undersigned hereby subscribes for the number shares of Common
Stock shown on page 4 hereof under item (a) Basic Subscription Rights (which
number may not be more than the number shown above as the undersigned's Basic
Subscription Rights).
Oversubscription Privilege:
The undersigned hereby subscribes for that number of additional shares
of Common Stock, to the extent such shares are available in accordance with the
terms of the Proxy Statement/Prospectus, shown on page 4 hereof under item (b)
Oversubscription Privilege.
The purchase price for the shares obtained by the exercise of each
Right shall be $10.00 per share, such amount to
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be forwarded in full by Subscriber to the Subscription Agent, together with a
fully completed and originally executed copy of this Agreement, either (a) by
check or bank draft drawn upon a United States bank, (b) by postal, telegraphic
or express money order, payable to the Subscription Agent, or (c) by wire
transfer of funds to the account maintained by the Subscription Agent for this
purpose at _________________________, Account No. ________________.
Subscriber acknowledges receipt of the Proxy Statement/Prospectus, in
which the Restructuring Plan, as well as a description of the Basic
Subscription Rights, the Oversubscription Privilege and the function of this
Agreement are each fully disclosed. Subscriber further acknowledges that it
has read the Proxy Statement/Prospectus to enable it to obtain an understanding
of the terms of the Restructuring Plan.
Subscriber further acknowledges and/or represents the following:
(a) The Corporation or the Subscription Agent may accept
or reject this Agreement or all or any portion of the Rights exercised
hereunder, in whole or in part; provided that such rejection is based on
Subscriber's failure to comply with any of the requirements contained herein or
in the Proxy Statement/Prospectus, including, without limitation, the failure
to properly complete or execute this Agreement or deliver it to the
Subscription Agent by the Expiration Date, the failure of the Restructuring
Plan to be approved, the failure to submit full payment herewith, the failure
of such monies paid by Subscriber to be deemed received by the Subscription
Agent by the Expiration Date (as described in the Proxy Statement/Prospectus)
or the inability of the Corporation to satisfy Subscriber's Oversubscription
Privileges as exercised. Acceptance by the Corporation or the Subscription
Agent of Subscriber's subscription and payment will occur only when each of the
Corporation and the Subscription Agent execute this Agreement and execute and
tender delivery of the share certificates representing the shares of Common
Stock of the Corporation purchased by Subscriber hereunder.
(b) Checks or other monies received from Subscriber will
be held in escrow by the Subscription Agent and invested at the direction of
the Corporation in short-term certificates of deposit, short-term obligations
of the United States, any state or any agency thereof, or money market mutual
funds investing in any of the foregoing instruments. Such amounts will be
retained by the Corporation if the Restructuring Plan is approved and the
shares subscribed for by Subscriber are ultimately issued in Subscriber's name,
or will be returned to Subscriber without interest or deduction if the
Restructuring Plan is not approved, the Corporation or the Subscription Agent
rejects this Agreement or Subscriber's Oversubscription Privilege, as
exercised, cannot be fully satisfied (in which case, the amounts to be so
returned shall be based on the percentage of such Oversubscription Privilege
for which
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Subscriber ultimately receives shares of Common Stock of the Corporation).
Subscriber understands that if it does not indicate the number of
Rights to be exercised or does not forward full payment for the number of
shares indicated to be received (or if such monies paid have not been deemed to
be received by the Subscription Agent by the Expiration Date), Subscriber will
be deemed to have exercised the maximum number of Rights that may be exercised
for the aggregate price delivered herewith that has cleared by the Expiration
Date. Any additional monies deemed received by the Subscription Agent after
the Expiration Date will be returned to Subscriber without interest or
deduction as soon as practicable after receipt thereof.
Subscriber is under no obligation to exercise all of its Basic
Subscription Rights (as listed on the signature page hereto) and may in lieu
thereof elect to exercise none or only a portion of those Rights owned;
provided that Subscriber understands that other stockholders will, as a result
thereof, obtain increased Oversubscription Privileges that could dilute
Subscriber's percentage equity interest in the Corporation. Such dilution
could also occur if the Corporation elects to reject this Agreement; as a
result, the Corporation urges Subscriber to exercise great care in deciding
whether to exercise Rights hereunder, in completing and executing this
Agreement, and in opting for a particular payment method to ensure receipt of
such amounts by the Expiration Date.
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Limited Partner:_____________________________
Partner I.D. Code:___________________________
Class:_______________________________________
Basic Subscription Rights:_____________shares
PRESIDENTIAL MORTGAGE COMPANY
(a) Basic Subscription Rights Total Price Enclosed:
Exercised:________________ $___________________
($10.00 x (c))
(b) Maximum Rights Exercised
Pursuant to Oversubscription SUBSCRIBER:
Privilege:________________ _________________________
[Name]
(c) Maximum Shares Subscribed
for ((a)+(b)):____________ _________________________
Signature(1)
Taxpayer ID or Social Security Number:
_____________________________________ _________________________
Signature of Co-Signer
(if any)
Citizen of: _________________________ _________________________
Name of Co-Signer
(type or print)
_____________________________________________________
Name as you would like it to appear on Certificate(s)
Subscriber is a resident of the State of _______________________
______________________________ _________________________
Residence (or Business, if not Address for Sending
an individual) Address Notices (if different)
_____________________________ _________________________
City, State and Zip Code City, State and Zip Code
_____________________________ _________________________
Telephone Number Telephone Number
ACCEPTED as of ________ ___, 1996
PACIFIC UNITED GROUP, INC.
By:________________________
Name:______________________
Title:_____________________
____________________
1/ If the Subscription Agreement is executed by an executor,
administrator, trustee, guardian, or other fiduciary, or by a
corporation, and the Subscription Agreement is not issued in the
name of such fiduciary or corporation, the person executing the
Subscription Agreement must give his full title and furnish
proper evidence of authority to act. If the form is executed by
an attorney-in-fact (except where such execution is by a bank,
trust company, or broker as agent for the subscriber), and the
shares are to be registered in the said name as stated on the
Subscription Agreement, evidence of authority to act must be
furnished.
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