EXHIBIT 99.1
NORTH EAST INSURANCE COMPANY
RIGHTS OFFERING OF COMMON STOCK
SUBSCRIPTION AGREEMENT
To: North East Insurance Company
000 Xxxxx Xxxx, 0xx Xxxxx
X.X. Xxx 0000
Xxxxxxxxxxx, Xxxxx 00000-0000
Attention: Board of Directors
______________________________________________________________________________
The undersigned shareholder ("Subscriber") of North East Insurance
Company, a Maine corporation ("NEIC"), hereby subscribes to purchase shares
of NEIC's Common Stock, $1 par value ("Common Stock"), on the terms set
forth below. Subscriber hereby represents, warrants, agrees, and
acknowledges as follows:
Existing Ownership:
As of [RecDate], 1998 (the "Record Date"), Subscriber owned shares of
Common Stock as follows (xxxx all that apply):
[ ] Indirectly, through the following broker or bank: ________________
________________________________ located in _______________(city),
___________________________ (state).
[ ] Directly, through ownership of an NEIC stock certificate in the
name of Subscriber.
[ ] Other (please describe): _________________________________________
________________________________________________________________.
The total number of shares of Common Stock owned by Subscriber on the
Record Date was ______________________ shares. For these purposes, a person
is considered to "own" shares of Common Stock if (i) he or she has the right
to vote the shares or otherwise control the voting of the shares or (ii) he
or she has the right to sell the shares or otherwise order a sale or other
transfer of the shares. If two or more persons jointly hold the power to
vote or sell any shares of Common Stock (or have otherwise agreed to act in
concert for purposes of voting or disposing of the shares), then each will
be considered to own all of those shares.
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Basic Subscription Privilege:
Subscriber elects to exercise his or her Basic Subscription Privilege
as follows: (check one)
[ ] EXERCISE IN FULL to purchase one new share for each share owned
on the Record Date.
[NOTE: If you already own more than 150,000 shares, the Company
reserves the right to limit this purchase if and to the extent
necessary to keep your percentage ownership from exceeding 9.9%
of the outstanding shares.]
[ ] PARTIAL EXERCISE to purchase ______________ shares.
Oversubscription Privilege:
[Fill in this section only if you have exercised the Basic Subscription
Privilege in full.]
In addition to exercising the Basic Subscription Privilege in full, the
undersigned elects to exercise his or her Oversubscription Privilege as
follows:
[ ] PURCHASE _______________ ADDITIONAL SHARES, subject to proration
and applicable limits on purchase
[NOTE: If you want to purchase the maximum possible number of
shares, it is suggested that you subscribe for that number of
shares which will increase your beneficial ownership to 603,720
shares. This is the maximum ownership that will be permitted if
all of the offered shares are sold. If fewer than all of the
offered shares are sold, NEIC will reduce the subscription such
that your beneficial ownership will not exceed 9.9% of the total
outstanding shares of Common Stock.]
Calculation of Total Subscription Price:
This subscription must be accompanied by payment of the total subscription
price in the amount of $x.xx per share subscribed for, as follows:
Total shares subscribed for: ________ x $x.xx per share = $___________.
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Method of Payment:
The total subscription price is being paid as follows:
[ ] By check, bank draft or money order payable to "American Stock
Transfer & Trust Company, as Subscription Agent" or
[ ] By wire transfer directed to ____________________________.
Other Representations and Agreements by Subscriber:
Subscriber hereby represents to NEIC that he or she has read carefully the
section of this Prospectus entitled "Certain Ownership Limits and Reporting
Requirements" and agrees not to acquire NEIC shares through or in connection
with the Rights Offering in violation of those ownership limits and
reporting requirements.
not to engage in any intentional violation of those ownership limits and
reporting requirements. he or she understands that Maine and New York
insurance laws generally prohibit any person from acquiring beneficial
ownership of 10% or more of the outstanding voting stock of NEIC, unless
that person or group first obtains permission from state insurance
regulators. Subscriber agrees not to acquire NEIC shares through or in
connection with the Rights Offering in violation of those prohibitions.
If the Subscriber currently owns more than 150,000 NEIC shares (5% of the
outstanding stock) or is subscribing for more than 100,000 shares, then
Subscriber agrees (if NEIC so requests within 60 days of expiration of the
Rights Offering) to provide reasonable evidence of the total number of
shares beneficially owned by him or her and those on whose behalf Subscriber
holds shares.
Subscriber agrees that, until the date he or she receives a stock
certificate from NEIC for the shares subscribed for in this Subscription
Agreement, Subscriber will promptly inform NEIC if any of the
representations in this Agreement become untrue.
Subscriber's principal residence address (or business address if Subscriber
is an entity) is as follows:
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
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* * *
EXECUTED BY SUBSCRIBER on the ____________ day of ______________________, 1998,
at ______________________, ______________________ [city, state].
NAME OF SUBSCRIBER: _______________________________
(Joint owners: all Signature _______________________________
owners must sign) Title _______________________________
(Entities: specify
titles of signing Signature _______________________________
officers) Title _______________________________
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