Delaware |
5031 |
77-0627356 |
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(State or
Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
Large accelerated
filer o |
Accelerated filer o |
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Non-accelerated
filer x (Do not check if a smaller reporting company) |
Smaller reporting company o |
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price per Unit |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
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Rights to
purchase common stock |
(1) |
|
| | (2) | |||||||||||||
Common stock, $0.01 par value per share, underlying the subscription rights |
[ ] |
$[ ] |
$ | 40,000,000 | (3) | $ | 5,456.00 | (4) | ||||||||||
Total |
$ | 40,000,000 | $ | 5,456.00 |
(1) |
Evidencing the right to subscribe for [ ] shares of common stock, par value $0.01 per share. |
(2) |
The subscription rights are being issued without consideration. Pursuant to Rule 457(g), no separate registration fee is payable with respect to the subscription rights being offered hereby since the subscription rights are being registered in the same registration statement as the securities to be offered pursuant thereto. |
(3) |
Represents the aggregate gross proceeds from the exercise of the maximum number of rights that may be issued. |
(4) |
Registration fee calculated pursuant to Rule 457(o). |
Per Share |
Total |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Subscription
Price |
$[ ] |
$40,000,000 |
||||||||
Estimated
Expenses |
$[ ] |
$1,200,000 |
||||||||
Proceeds to
Us |
$[ ] |
$38,800,000 |
i | ||||||
i | ||||||
iii | ||||||
1 | ||||||
5 | ||||||
7 | ||||||
18 | ||||||
19 | ||||||
21 | ||||||
22 | ||||||
23 | ||||||
29 | ||||||
33 | ||||||
33 | ||||||
33 | ||||||
33 |
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changes in the prices, supply and/or demand for products which we distribute, especially as a result of conditions in the residential housing market; |
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the acceptance by our customers of our privately branded products; |
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inventory levels of new and existing homes for sale; |
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general economic and business conditions in the United States; |
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the financial condition and credit worthiness of our customers; |
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the activities of competitors; |
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changes in significant operating expenses; |
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fuel costs; |
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risk of losses associated with accidents; |
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exposure to product liability claims; |
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changes in the availability of capital and interest rates; |
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immigration patterns and job and household formation; |
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our ability to identify acquisition opportunities and effectively and cost-efficiently integrate acquisitions; |
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adverse weather patterns or conditions; |
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acts of war or terrorist activities; |
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variations in the performance of the financial markets, including the credit markets; |
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failure to close the rights offering on the terms discussed herein; and |
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the risk factors described herein under Risk Factors and the risk factors discussed from time to time in our periodic reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2011. |
increase. This increase in working capital is expected to use some of our current excess availability under our revolving credit facilities. While we believe that the amounts available from our revolving credit facilities and other sources will be sufficient to fund our routine operations and capital requirements for at least the next 12 months, we are conducting this rights offering to provide us with a stronger liquidity position and allow us to more fully participate in the improving housing market. We believe that this stronger liquidity position will also give us an advantage over many of our competitors that have less liquidity and less or no access to additional capital, and therefore may not be able to fully participate in the opportunities that arise in a growing market. Assuming we sell the full amount of shares of common stock issuable in connection with the rights offering, we expect to receive net proceeds from the rights offering of approximately $38.8 million, after paying associated expenses.
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deliver payment to the subscription agent before 5:00 p.m., New York City time, on [ ], 2013; and |
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deliver a properly completed and signed rights certificate to the subscription agent before 5:00 p.m., New York City time, on [ ], 2013. |
By
mail: |
By hand or overnight courier: |
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Registrar
and Transfer Company Attn: Reorg/Exchange Dept P.O. Box 645 Cranford, New Jersey 07016-0645 |
Registrar and Transfer Company Attn: Reorg/Exchange Dept 10 Commerce Drive Cranford, New Jersey 07016 |
Securities
Offered |
We
are distributing to you, at no charge, one non-transferable subscription right for each share of our common stock that you owned as of 5:00 p.m., New
York City time, on [ ], 2013, the record date, either as a holder of record or, in the case of shares held of record by brokers,
dealers, custodian banks or other nominees on your behalf, as a beneficial owner of those shares. Each subscription right will entitle its holder to
purchase [ ] of a share of our common stock. The shares of common stock will be represented by a certificate. If all of the
subscription rights are exercised in full by our stockholders, we expect the gross proceeds from the rights offering will be $40
million. |
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Basic
Subscription Right |
The
basic subscription right will entitle you to purchase [ ] of a share of common stock at a subscription price of
$[ ] per whole share and fractional shares resulting from the exercise of the basic subscription right will be eliminated by rounding
down to the nearest whole share. |
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Over-subscription
Privilege |
If
you purchase all of the shares of common stock available to you pursuant to your basic subscription right, you may also choose to subscribe for a
portion of any shares of common stock that are not purchased by our stockholders through the exercise of their basic subscription
rights. |
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Subscription
Price |
$[ ] per share, payable in cash. To be effective, any payment related to the exercise of a subscription right must
clear before the rights offering expires. |
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Record Date
|
5:00
p.m., New York City time, on [ ], 2013. |
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Expiration of the
Rights Offering |
5:00
p.m., New York City time, on [ ], 2013, unless we extend the rights offering period. |
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Use of Proceeds
|
We
intend to use the proceeds of the rights offering to repay debt under our U.S. revolving credit facility. See Use of
Proceeds. |
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Transferability
of Rights |
Your
subscription rights will be non-transferable. |
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No Revocation
|
All
exercises of subscription rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your
subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase shares of common stock at a
subscription price of $[ ] per share. |
Material U.S.
Federal Income Tax Consequences |
For
U.S. federal income tax purposes, you will not recognize income or loss upon receipt or exercise of a subscription right. You should consult your own
tax advisor as to the tax consequences to you of the receipt, exercise or lapse of the subscription rights in light of your particular circumstances.
See Material U.S. Federal Income Tax Consequences. |
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Extension and
Cancellation |
Although we do not presently intend to do so, we have the option to extend the rights offering for additional periods ending no later than
[ ], 2013. The Committee may for any reason cancel the rights offering at any time before the expiration date. If we cancel the
rights offering, the subscription agent will return all subscription payments, without interest or penalty, as soon as practicable. |
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Procedures for
Exercising Rights |
To
exercise your subscription rights, you must take the following steps: |
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If you are a registered holder of our common stock, you must deliver payment and a properly completed rights certificate to
the subscription agent to be received before 5:00 p.m., New York City time, on [ ], 2013. You may deliver the documents and payments
by hand delivery, first class mail or courier service. If you use first class mail for this purpose, we recommend using registered mail, properly
insured, with return receipt requested. |
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If you are a beneficial owner of shares that are registered in the name of a broker, dealer, custodian bank or other
nominee, or if you would rather an institution conduct the transaction on your behalf, you should instruct your broker, dealer, custodian bank or other
nominee to exercise your subscription rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline
earlier than 5:00 p.m., New York City time, on [ ], 2013. |
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Reason for Rights
Offering Structure |
We
believe raising capital through this rights offering as compared to other methods, such as an underwritten public offering of our common stock, has the
advantage of providing our stockholders the opportunity to participate in this transaction on a pro rata basis and, if all stockholders exercise
their rights, avoid dilution of their ownership interest in the Company. |
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Indications from
Certain Stockholders |
Cerberus, our majority stockholder, which beneficially owned approximately 53% of our outstanding shares of common stock as of the record
date, has indicated that it intends, subject to the exercise price of the rights being set at an acceptable amount, to exercise all of the rights
issued to it under the pro rata basic subscription right and to subscribe for the maximum additional shares pursuant to the
over-subscription |
privilege that it would be entitled to purchase. However, such indication is not binding, and Cerberus is not legally obligated to do so.
Assuming no other holders exercise their rights in this offering, and that Cerberus exercises its basic and over-subscription privileges in full as
indicated, after giving effect to this offering, Cerberus would own approximately [ ]% of our outstanding common
stock. |
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Subscription
Agent |
Registrar and Transfer Company. |
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Information
Agent |
Eagle
Rock Proxy Advisors, LLC. |
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Shares
Outstanding Before the Rights Offering |
[ ] shares of our common stock were outstanding as of the record date. |
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Shares
Outstanding After Completion of the Rights Offering |
We expect approximately [ ] shares of our common stock will be outstanding immediately after completion of the rights offering. |
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Fees and
Expenses |
We
will pay the fees and expenses related to the rights offering. |
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The New York
Stock Exchange |
Our
shares of common stock are currently listed for trading on the New York Stock Exchange under the ticker symbol BXC. |
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No Board
Recommendation Regarding Exercise of Subscription Rights |
Our board of directors is making no recommendation regarding your exercise of the subscription rights. You are urged to make an independent investment decision about whether to exercise your rights based on your own assessment of our business and the rights offering. |
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Risk
Factors |
Before you exercise your subscription rights to purchase our shares of common stock, you should carefully consider risks described in the
section entitled Risk Factors, beginning on page 7 of this prospectus. |
Period from January 1, 2012 to September 29, 2012 |
Period from January 2, 2011 to October 1, 2011 |
Year Ended December 31, 2011 |
Year Ended January 1, 2011 |
Year Ended January 2, 2010 |
Year Ended January 3, 2009 |
Year Ended December 29, 2007 |
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(In thousands, except per share data) | |||||||||||||||||||||||||||||||
Statement
of Operations Data: |
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Net sales
|
$ | 1,467,544 | $ | 1,364,313 | $ | 1,755,431 | $ | 1,804,418 | $ | 1,646,108 | $ | 2,779,699 | $ | 3,833,910 | |||||||||||||||||
Cost of sales
|
1,289,593 | 1,202,121 | 1,545,282 | 1,593,745 | 1,452,947 | 2,464,766 | 3,441,964 | ||||||||||||||||||||||||
Gross profit
|
177,951 | 162,192 | 210,149 | 210,673 | 193,161 | 314,933 | 391,946 | ||||||||||||||||||||||||
Operating
expenses: |
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Selling,
general and administrative |
161,358 | 159,760 | 207,857 | 221,185 | 210,214 | 303,403 | 372,754 | ||||||||||||||||||||||||
Net gain from
terminating the Georgia-Pacific supply agreement |
| | | | (17,772 | ) | | | |||||||||||||||||||||||
Depreciation
and amortization |
6,553 | 8,120 | 10,562 | 13,365 | 16,984 | 20,519 | 20,924 | ||||||||||||||||||||||||
Total
operating expenses |
167,911 | 167,880 | 218,419 | 234,550 | 209,426 | 323,922 | 393,678 | ||||||||||||||||||||||||
Operating
(loss) income |
10,040 | (5,688 | ) | (8,270 | ) | (23,877 | ) | (16,265 | ) | (8,989 | ) | (1,732 | ) | ||||||||||||||||||
Non-operating expenses (income): |
|||||||||||||||||||||||||||||||
Interest
expense |
21,401 | 23,754 | 30,510 | 33,788 | 32,456 | 38,547 | 43,660 | ||||||||||||||||||||||||
Changes
associated with the ineffective interest rate swap, net |
| (1,751 | ) | (1,676 | ) | (4,603 | ) | 6,252 | | | |||||||||||||||||||||
Write-off of
debt issue costs |
| | | 183 | 1,407 | | | ||||||||||||||||||||||||
Other expense
(income), net |
(29 | ) | 485 | 501 | 587 | 519 | 601 | (370 | ) | ||||||||||||||||||||||
Loss before
(benefit from) provision for income taxes |
(11,332 | ) | (28,176 | ) | (37,605 | ) | (53,832 | ) | (56,899 | ) | (48,137 | ) | (45,022 | ) | |||||||||||||||||
(Benefit
from) provision for income taxes |
325 | 139 | 962 | (589 | ) | 4,564 | (16,434 | ) | (17,077 | ) | |||||||||||||||||||||
Net loss
|
$ | (11,657 | ) | $ | (28,315 | ) | $ | (38,567 | ) | $ | (53,243 | ) | $ | (61,463 | ) | $ | (31,703 | ) | $ | (27,945 | ) | ||||||||||
Basic
weighted average number of common shares outstanding |
60,067 | 37,696 | 43,187 | 30,688 | 31,017 | 31,083 | 30,848 | ||||||||||||||||||||||||
Basic net
loss per share applicable to common stock |
$ | (0.19 | ) | $ | (0.75 | ) | $ | (0.89 | ) | $ | (1.73 | ) | $ | (1.98 | ) | $ | (1.02 | ) | $ | (0.91 | ) | ||||||||||
Diluted
weighted average number of common shares outstanding |
60,067 | 37,696 | 43,187 | 30,688 | 31,017 | 31,083 | 30,848 | ||||||||||||||||||||||||
Diluted net
loss per share applicable to common stock |
$ | (0.19 | ) | $ | (0.75 | ) | $ | (0.89 | ) | $ | (1.73 | ) | $ | (1.98 | ) | $ | (1.02 | ) | $ | (0.91 | ) | ||||||||||
Dividends
declared per share of common stock |
$ | | $ | | $ | | $ | | $ | | $ | | $ | 0.50 |
Period from January 1, 2012 to September 29, 2012 |
Period from January 2, 2011 to October 1, 2011 |
Year Ended December 31, 2011 |
Year Ended January 1, 2011 |
Year Ended January 2, 2010 |
Year Ended January 3, 2009 |
Year Ended December 29, 2007 | |||||||||||||||||||||||||
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(In thousands, except per share data) | |||||||||||||||||||||||||||||||
Other
Financial Data: |
|||||||||||||||||||||||||||||||
Capital
expenditures |
$ | 2,490 | $ | 5,767 | $ | 6,361 | $ | 4,140 | $ | 1,815 | $ | 4,919 | $ | 13,141 | |||||||||||||||||
Net cash
provided by (used in) operating activities |
$ | (86,674 | ) | $ | (83,813 | ) | $ | (50,505 | ) | $ | (29,861 | ) | $ | (19,853 | ) | $ | 190,390 | $ | 79,842 | ||||||||||||
Net cash
provided by (used in) investing activities |
$ | 16,071 | $ | 3,227 | $ | 11,994 | $ | (3,429 | ) | $ | 12,636 | $ | 985 | $ | (9,070 | ) | |||||||||||||||
Net cash
provided by (used in) financing activities |
$ | 73,579 | $ | 72,179 | $ | 29,111 | $ | 18,130 | $ | (113,679 | ) | $ | (56,781 | ) | $ | (82,055 | ) | ||||||||||||||
EBITDA(1)
|
$ | 16,622 | $ | 1,947 | $ | 1,790 | $ | (11,099 | ) | $ | 200 | $ | 10,929 | $ | 19,562 | ||||||||||||||||
Balance
Sheet Data (at end of period): |
|||||||||||||||||||||||||||||||
Cash and cash
equivalents |
$ | 7,874 | $ | 5,890 | $ | 4,898 | $ | 14,297 | $ | 29,457 | $ | 150,353 | $ | 15,759 | |||||||||||||||||
Working
capital |
$ | 264,006 | $ | 237,855 | $ | 233,414 | $ | 236,168 | $ | 247,722 | $ | 320,527 | $ | 448,731 | |||||||||||||||||
Total assets
|
$ | 595,421 | $ | 571,303 | $ | 503,915 | $ | 525,019 | $ | 546,846 | $ | 729,178 | $ | 883,436 | |||||||||||||||||
Total debt(2)
|
$ | 420,120 | $ | 365,380 | $ | 337,741 | $ | 382,869 | $ | 341,669 | $ | 444,870 | $ | 478,535 | |||||||||||||||||
Stockholders (deficit) equity |
$ | (1,570 | ) | $ | 32,760 | $ | 8,374 | $ | 991 | $ | 50,820 | $ | 102,852 | $ | 154,823 |
(1) |
EBITDA is an amount equal to net (loss) income plus interest expense, and all interest expense related items (e.g. changes associated with ineffective interest rate swap, write-off of debt issue costs, charges associated with mortgage refinancing), income taxes, and depreciation and amortization. EBITDA is presented herein because we believe it is a useful supplement to cash flow from operations in understanding cash flows generated from operations that are available for debt service (interest and principal payments) and further investment in acquisitions. However, EBITDA is not a presentation made in accordance with U.S. generally accepted accounting principles, (GAAP), and is not intended to present a superior measure of the financial condition from those determined under GAAP. EBITDA, as used herein, is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculations. |
(2) |
Total debt represents long-term debt, including current maturities. |
Period from January 1, 2012 to September 29, 2012 |
Period from January 2, 2011 to October 1, 2011 |
Year Ended December 31, 2011 |
Year Ended January 1, 2011 |
Year Ended January 2, 2010 |
Year Ended January 3, 2009 |
Year Ended December 29, 2007 |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net cash
(used in) provided by operating activities |
$ | (86,674 | ) | $ | (83,813 | ) | $ | (50,505 | ) | $ | (29,861 | ) | $ | (19,853 | ) | $ | 190,390 | $ | 79,842 | |||||||||||
Amortization
of debt issue costs |
(2,799 | ) | (2,029 | ) | (2,940 | ) | (1,963 | ) | (2,459 | ) | (2,479 | ) | (2,431 | ) | ||||||||||||||||
Net gain from
terminating the Georgia-Pacific supply agreement |
| | | | 17,772 | | | |||||||||||||||||||||||
Payments from
terminating the Georgia-Pacific supply agreement |
| | (4,706 | ) | (14,118 | ) | | | ||||||||||||||||||||||
Vacant
property charges, net |
30 | | 291 | (53 | ) | (1,222 | ) | (4,441 | ) | (11,037 | ) | |||||||||||||||||||
Payments on
modification of lease agreement |
5,875 | | | | | | | |||||||||||||||||||||||
Deferred
income tax benefit (provision) |
24 | 282 | 25 | 600 | (24,220 | ) | 2,935 | 9,526 | ||||||||||||||||||||||
Prepayment
fees associated with sale of property |
| | | | (616 | ) | (1,868 | ) | | |||||||||||||||||||||
Gain on sale
of properties |
9,680 | 6,939 | 10,604 | | 10,397 | 1,936 | | |||||||||||||||||||||||
Gain from
insurance settlement |
476 | 1,230 | 1,230 | | | | | |||||||||||||||||||||||
Gain from
modification of lease agreement |
| 1,971 | 1,971 | | | | 1,698 | |||||||||||||||||||||||
Share-based
compensation |
(2,097 | ) | (1,578 | ) | (1,974 | ) | (3,978 | ) | (2,922 | ) | (2,614 | ) | (3,500 | ) | ||||||||||||||||
Excess tax
benefits from share-based arrangements |
| | | | | 81 | 20 | |||||||||||||||||||||||
Changes in
assets and liabilities |
70,381 | 55,052 | 11,616 | (4,337 | ) | 421 | (195,124 | ) | (81,139 | ) | ||||||||||||||||||||
Interest
expense |
21,401 | 23,754 | 30,510 | 33,788 | 32,456 | 38,547 | 43,660 | |||||||||||||||||||||||
(Benefit
from) provision for income taxes |
325 | 139 | 962 | (589 | ) | 4,564 | (16,434 | ) | (17,077 | ) | ||||||||||||||||||||
EBITDA |
$ | 16,622 | $ | 1,947 | $ | 1,790 | $ | (11,099 | ) | $ | 200 | $ | 10,929 | $ | 19,562 |
|
make it difficult for us to satisfy our debt obligations; |
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make us more vulnerable to general adverse economic and industry conditions; |
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limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other general corporate requirements as our excess liquidity likely will decrease while our industry and our Company begins its recovery from the historic housing market downturn; |
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expose us to interest rate fluctuations because the interest rate on the debt under our U.S. revolving credit facility is variable; |
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require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes; |
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and |
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place us at a competitive disadvantage compared to competitors that may have proportionately less debt, including, without limitation, the inability to get favorable credit terms. |
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economic and demand factors affecting the building products distribution industry; |
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pricing pressures; |
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increased operating costs; |
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competitive conditions; and |
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other operating difficulties. |
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incur additional debt; |
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grant liens on assets; |
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make investments, including capital expenditures; |
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sell or acquire assets outside the ordinary course of business; |
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engage in transactions with affiliates; and |
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make fundamental business changes. |
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the loss of key customers of the acquired company; |
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the incurrence of unexpected expenses and working capital requirements; |
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a failure of our due diligence process to identify significant issues or contingencies; |
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difficulties assimilating the operations and personnel of the acquired company; |
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difficulties effectively integrating the acquired technologies with our current technologies; |
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our inability to retain key personnel of acquired entities; |
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failure to maintain the quality of customer service; |
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our inability to achieve the financial and strategic goals for the acquired and combined businesses; and |
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difficulty in maintaining internal controls, procedures and policies. |
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permit us to issue, without any further vote or action by the stockholders, up to 30 million shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of such series, and the preferences and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series; and |
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limit the stockholders ability to call special meetings. |
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the announcement or completion of this rights offering; |
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future announcements concerning us, key customers or competitors; |
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quarterly variations in operating results and liquidity; |
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changes in financial estimates and recommendations by securities analysts; |
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developments with respect to technology or litigation; |
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changes in applicable laws and regulations; |
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the operating and stock price performance of other companies that investors may deem comparable to our company; |
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acquisitions and financings; and |
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sales and purchases of our stock by insiders. |
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permit us to issue, without any further vote or action by our stockholders, up to 30 million shares of preferred stock in one or more series and, with respect to each series, fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of such series, and the preferences and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series; and |
|
limit stockholders ability to call special meetings. |
Year Ended December 28, 2013 |
Year Ended December 29, 2012 |
Year Ended December 31, 2011 |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Low |
High |
Dividend(1) |
Low |
High |
Dividend(1) |
Low |
High |
Dividend(1) |
||||||||||||||||||||||||||||||||||
1st
Quarter |
$2.70 (2 | ) | $3.40 (2 | ) | $ | | $ | 1.45 | $ | 2.87 | $ | | $ | 3.41 | $ | 3.90 | $ | | ||||||||||||||||||||||||
2nd
Quarter |
| | $ | | $ | 1.96 | $ | 2.89 | $ | | $ | 2.23 | $ | 4.35 | $ | | ||||||||||||||||||||||||||
3rd
Quarter |
| | $ | | $ | 1.97 | $ | 2.72 | $ | | $ | 1.39 | $ | 2.40 | $ | | ||||||||||||||||||||||||||
4th
Quarter |
| | $ | | $ | 1.83 | $ | 2.85 | $ | | $ | 1.25 | $ | 1.90 | $ | |
(1) |
On December 5, 2007, we suspended the payment of dividends on our common stock for an indefinite period of time. See our fiscal 2011 Form 10-K, incorporated by reference in this document, for additional discussion of dividends. |
(2) |
Through January 9, 2013. |
As of September 29, 2012 (Unaudited) |
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---|---|---|---|---|---|---|---|---|---|---|---|
(In thousands) |
|||||||||||
Actual |
Pro Forma Including Rights Offering |
||||||||||
Long-term
debt and liabilities: |
|||||||||||
Long-term
debt includes current maturities |
$ | 420,120 | $ | 381,320 | |||||||
Other
long-term liabilities |
45,378 | 45,378 | |||||||||
Total
long-term debt and liabilities |
$ | 465,498 | 426,698 | ||||||||
Stockholders (deficit) equity: |
|||||||||||
Common stock,
$0.01 par value: 200,000,000 shares authorized; 63,707,152 issued and outstanding shares, actual; [ ] issued and outstanding
shares, as adjusted |
$ | 637 | [ ] | ||||||||
Additional
paid-in capital |
209,114 | [ ] | |||||||||
Accumulated
deficit |
(189,632 | ) | (189,632 | ) | |||||||
Accumulated
other comprehensive loss |
(21,689 | ) | (21,689 | ) | |||||||
Total
stockholders (deficit) equity |
(1,570 | ) | 37,230 | ||||||||
Total
capitalization: |
$418,550 | $418,550 | |||||||||
Per share
data: |
|||||||||||
Basic net
loss per share applicable to common stock, year to date |
$ | (0.19 | ) | [ ] | |||||||
Diluted net
loss per share applicable to common stock, year to date |
$ | (0.19 | ) | [ ] |
months, we are conducting this rights offering to provide us with a stronger liquidity position and allow us to more fully participate in the improving housing market. We believe that this stronger liquidity position will also give us an advantage over many of our competitors that have less liquidity and less or no access to additional capital, and therefore may not be able to fully participate in the opportunities that arise in a growing market. Assuming we sell the full amount of shares of common stock issuable in connection with the rights offering, we expect to receive net proceeds from the rights offering of approximately $38.8 million, after paying associated expenses.
|
uncertified personal check payable to Registrar and Transfer Company; or |
|
wire transfer of immediately available funds to accounts maintained by the subscription agent. |
|
clearance of any uncertified personal check deposited by the subscription agent; or |
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receipt by the subscription agent of any wire transfer of immediately available funds. |
|
you provide on the rights certificate that shares are to be delivered to you as record holder of those subscription rights; or |
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you are an eligible institution. |
By
mail: |
By hand or overnight courier: |
|||||
Registrar
and Transfer Company |
Registrar and Transfer Company |
|||||
Attn:
Reorg/Exchange Dept |
Attn: Reorg/Exchange Dept |
|||||
P.O. Box
645 |
10 Commerce Drive |
|||||
Cranford,
New Jersey 07016-0645 |
Cranford, New Jersey 07016 |
|
An individual who is a citizen or resident of the United States for U.S. federal income tax purposes; |
|
A corporation (or other business entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United Sates, any state thereof or the District of Columbia; |
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An estate the income of which is subject to U.S. federal income tax regardless of its source; or |
|
A trust (a) if a court within the United States can exercise primary supervision over its administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. |
By
mail: |
By hand or overnight courier: |
|||||
Registrar
and Transfer Company |
Registrar and Transfer Company |
|||||
Attn:
Reorg/Exchange Dept |
Attn: Reorg/Exchange Dept |
|||||
P.O. Box
645 |
10 Commerce Drive |
|||||
Cranford,
New Jersey 07016-0645 |
Cranford, New Jersey 07016 |
|
Annual Report on Form 10-K for the year ended December 31, 2011; |
|
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 29, 2012; |
|
Definitive proxy statement on Schedule 14A, filed on April 16, 2012; |
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Current Reports on Form 8-K filed on May 18, 2012, August 10, 2012, August 21, 2012, September 20, 2012 and January 4, 2013; and |
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The description of our Common Stock contained in our registration statement on Form 8-A filed with the Commission on December 13, 2004, as amended on August 5, 2011 and any amendments to such registration statement or any other report that we may file in the future for the purpose of updating such description. |
SEC
registration fee |
$ | 5,456 | ||||
*Accounting
fees and expenses |
50,000 | |||||
*Legal fees
and expenses |
150,000 | |||||
*Printing and
engraving expenses |
60,000 | |||||
*Subscription
agent, information agent and registrar fees and expenses |
20,000 | |||||
*Miscellaneous |
14,544 | |||||
*Total
|
$ | 300,000 |
* |
Estimated pursuant to Item 511 of Regulation S-K. |
BLUELINX HOLDINGS INC. |
||||||
By: /s/ George R. Judd |
||||||
George R. Judd President and Chief Executive Officer: (Principal Executive Officer) |
Signature |
Title | Date | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
/s/ George R.
Judd George R. Judd |
President and Chief Executive Officer and Director (Principal Executive Officer) |
January
10, 2013 |
||||||||
/s/ Howard D.
Goforth Howard D. Goforth |
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
January
10, 2013 |
||||||||
/s/ Scott T.
Phillips Scott T. Phillips |
Chief Accounting Officer (Principal Accounting Officer) |
January
10, 2013 |
||||||||
/s/ Howard S.
Cohen Howard S. Cohen |
Director |
January
10, 2013 |
||||||||
/s/ Richard S.
Grant Richard S. Grant |
Director |
January
10, 2013 |
||||||||
/s/ Ronald E.
Kolka Ronald E. Kolka |
Director |
January
10, 2013 |
||||||||
/s/ Steven F.
Mayer Steven F. Mayer |
Director |
January
10, 2013 |
||||||||
/s/ Alan H.
Schumacher Alan H. Schumacher |
Director |
January
10, 2013 |
||||||||
/s/ M. Richard
Warner M. Richard Warner |
Director |
January
10, 2013 |
Exhibit Number |
Item |
|||||
---|---|---|---|---|---|---|
3.1 |
Second Amended and Restated Certificate of Incorporation of BlueLinx (A) |
|||||
3.2 |
Amended and Restated By-Laws of BlueLinx(B) |
|||||
4.1 |
Registration Rights Agreement, dated as of May 7, 2004, by and among BlueLinx and the initial holders specified on the signature pages
thereto(C) |
|||||
4.2 |
Letter Agreement, dated as of August 30, 2004, by and among BlueLinx, Cerberus ABP Investor LLC, Charles H. McElrea, George R. Judd, David J.
Morris, James C. Herbig, Wayne E. Wiggleton and Steven C. Hardin(C) |
|||||
4.3 |
Investment Letter, dated March 10, 2004, between BlueLinx and Cerberus ABP Investor LLC, as Purchaser of Common Stock(D) |
|||||
4.4 |
Investment Letter, dated May 7, 2004, between BlueLinx and Cerberus ABP Investor LLC, as Purchaser of Common Stock(D) |
|||||
4.5 |
Executive Purchase Agreement dated May 7, 2004 by and among BlueLinx, Cerberus ABP Investor LLC and Charles H. McElrea(D) |
|||||
4.6 |
Executive Purchase Agreement dated May 7, 2004 by and among BlueLinx, Cerberus ABP Investor LLC and George R. Judd(D) |
|||||
4.7 |
Registration Rights Agreement, dated as of June 16, 2011 between BlueLinx Holdings Inc. and Stadium Capital Management, LLC (incorporated
by reference to Form 8-K filed with the Securities and Exchange Commission on June 20, 2011) |
|||||
4.8 |
Form
of Subscription Rights Certificate* |
|||||
5.1 |
Form of Opinion of Troutman Sanders LLP* |
|||||
8.1 |
Form of Opinion of Troutman Sanders LLP as to certain tax matters* |
|||||
10.1 |
Asset Purchase Agreement, dated as of March 12, 2004, by and among Georgia-Pacific Corporation, Georgia-Pacific Building Materials Sales, Ltd.
and BlueLinx Corporation(C) |
|||||
10.2 |
First Amendment to Asset Purchase Agreement, dated as of May 6, 2004, by and among Georgia-Pacific Corporation, Georgia-Pacific Building
Materials Sales, Ltd. and BlueLinx Corporation(C) |
|||||
10.3 |
Master Purchase, Supply and Distribution Agreement, dated May 7, 2004 by and between BlueLinx Corporation and
Georgia-Pacific(B) |
|||||
10.4 |
Form
of Director and Officer Indemnification Agreement (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January
13, 2011) |
|||||
10.5 |
BlueLinx Holdings Inc. Amended and Restated Short-Term Incentive Plan (incorporated by reference to Attachment B to the Definitive Proxy
Statement for the 2011 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 18, 2011) |
|||||
10.6 |
BlueLinx Holdings Inc. 2004 Long Term Equity Incentive Plan(C) |
|||||
10.7 |
BlueLinx Holdings Inc. 2004 Long-Term Equity Incentive Plan Form of Restricted Stock Award Agreement (incorporated by reference to Form 8-K
filed with the Securities and Exchange Commission on January 11, 2008) |
|||||
10.8 |
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (as amended and restated effective May 21, 2008) (incorporated by reference to
Appendix A to the Definitive Proxy Statement for the 2011 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April
18, 2011) |
Exhibit Number |
Item | |||||
---|---|---|---|---|---|---|
10.9 |
Amended and Restated Bluelinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (as amended through May 17, 2012 and restated solely for
purposes of filing pursuant to Item 601 of Regulation S-K) (Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2012
Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 16, 2012) |
|||||
10.10 |
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Form 8-K filed with
the Securities and Exchange Commission on June 9, 2006) |
|||||
10.11 |
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Nonqualified Stock Option Award Agreement (incorporated by reference to Form 8-K
filed with the Securities and Exchange Commission on June 9, 2006) |
|||||
10.12 |
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Form of Performance Share Award Agreement (incorporated by reference to Form 8-K
filed with the Securities and Exchange Commission on January 4, 2013) |
|||||
10.13 |
BlueLinx Holdings Inc. Short-Term Incentive Plan (as amended and restated effective January 1, 2011) (Incorporated by reference to Appendix B
to the Definitive Proxy Statement for the 2011 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 18,
2011) |
|||||
10.14 |
Canadian Credit Agreement, dated August 12, 2011, by and among Bluelinx Canada, CIBC Asset-Based Lending Inc. and the lenders from time to
time parties thereto (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 16, 2011) |
|||||
10.15 |
Letter Agreement, dated December 18, 2006, relating to and amending the Master Purchase, Supply and Distribution Agreement between
Georgia-Pacific Corporation and BlueLinx Corporation dated May 7, 2004 (incorporated by reference to Form 8-K filed with the Securities and Exchange
Commission on December 22, 2006) |
|||||
10.16 |
Loan
and Security Agreement, dated as of June 9, 2006, between the entities set forth therein collectively as borrower and German American Capital
Corporation as Lender (incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009) |
|||||
10.17 |
Twelfth Amendment to Loan and Security Agreement, dated as of June 9, 2006, between the entities set forth therein collectively as borrower
and German American Capital Corporation as Lender (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on September
20, 2012) |
|||||
10.18 |
Guaranty of Recourse Obligations, dated as of June 9, 2006, by BlueLinx Holdings Inc. for the benefit of German American Capital Corporation
(incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 15, 2006) |
|||||
10.19 |
Environmental Indemnity Agreement, dated as of June 9, 2006, by BlueLinx Holdings Inc. in favor of German American Capital Corporation
(incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 15, 2006) |
|||||
10.20 |
Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and between BlueLinx Corporation, Wachovia and the other
signatories listed therein (incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on November 6,
2009) |
|||||
10.21 |
First Amendment to Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and between BlueLinx Corporation, Wachovia and
the other signatories listed therein, dated October 22, 2008 (incorporated by reference to Exhibit 10.19 to Annual Report on Form 10-K for the year
ended January 1, 2011, filed with the Securities and Exchange Commission on February 25, 2011) |
Exhibit Number |
Item | |||||
---|---|---|---|---|---|---|
10.22 |
Second Amendment to Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and between BlueLinx Corporation, Wells Fargo,
as successor in interest to Wachovia, and the other signatories listed therein, dated July 7, 2010 (incorporated by reference to Form 8-K filed with
the Securities and Exchange Commission on July 7, 2010) |
|||||
10.23 |
Third Amendment to Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and between BlueLinx Corporation, Wells Fargo,
as successor in interest to Wachovia, and the other signatories listed therein, dated May 10, 2011(incorporated by reference to Form 8-K filed with the
Securities and Exchange Commission on May 12, 2011) |
|||||
10.24 |
Fourth Amendment to Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and between BlueLinx Corporation, Wells Fargo,
as successor in interest to Wachovia, and the other signatories listed therein, dated August 11, 2011 (incorporated by reference to Form 8-K filed with
the Securities and Exchange Commission on August 16, 2011) |
|||||
10.25 |
Fifth Amendment to Loan and Security Agreement, dated July 14, 2011, by and between BlueLinx Corporation and certain of its subsidiaries and
U.S. Bank National Association in its capacity as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2006-C 27, as successor in interest to German American Capital Corporation (Incorporated by reference to Form 8-K
filed with the Securities and Exchange Commission on November 4, 2011) |
|||||
10.26 |
Amended and Restated Employment Agreement between BlueLinx Corporation and George R. Judd, dated January 21, 2011, (incorporated by reference
to Form 8-K/A filed with the Securities and Exchange Commission on January 27, 2011) |
|||||
10.27 |
Amended and Restated Employment Agreement between BlueLinx Corporation and Howard D. Goforth, dated January 21, 2011 (incorporated by
reference to Form 8-K/A filed with the Securities and Exchange Commission on January 27, 2011) |
|||||
10.28 |
Amended and Restated Employment Agreement between BlueLinx Corporation and Dean A. Adelman, dated January 21, 2011 (incorporated by reference
to Form 8-K/A filed with the Securities and Exchange Commission on January 27, 2011) |
|||||
10.29 |
Amended and Restated Employment Agreement between BlueLinx Corporation and Howard D. Goforth, dated January 21, 2011 (incorporated by
reference to Form 8-K/A filed with the Securities and Exchange Commission on January 27, 2011) |
|||||
10.30 |
Employment Agreement between BlueLinx Corporation and Ned M. Bassil, dated October 31, 2011 (Incorporated by reference to Form 8-K filed with
the Securities and Exchange Commission on November 4, 2011) |
|||||
10.31 |
Investment Agreement, dated as of April 26, 2011, between BlueLinx and Cerberus ABP Investor LLC (incorporated by reference to Form 8-K, filed
with the Securities and Exchange Commission on April 26, 2011) |
|||||
14.1 |
BlueLinx Code of Ethical Conduct (incorporated by reference to Exhibit 14 to Annual Report on Form 10-K for the year ended January 1, 2005,
filed with the Securities and Exchange Commission on March 22, 2005) |
|||||
21.1 |
List
of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to Annual Report on Form 10-K for the year ended January 1, 2011, filed with
the Securities and Exchange Commission on February 25, 2011) |
|||||
23.1 |
Consent of Ernst & Young LLP* |
|||||
23.2 |
Consent of Troutman Sanders LLP (included as part of Exhibit 5.1) |
|||||
24.1 |
Powers of Attorney (included on the signature page to this Registration Statement)* |
Exhibit Number |
Item | |||||
---|---|---|---|---|---|---|
99.1 |
Form
of Instruction for Use of BlueLinx Subscription Rights Certificates* |
|||||
99.2 |
Form
of Letter to Stockholders Who Are Record Holders* |
|||||
99.3 |
Form
of Letter to Nominee Holders Whose Clients Are Beneficial Holders* |
|||||
99.4 |
Form
of Letter to Clients of Nominee Holders* |
|||||
99.5 |
Form
of Nominee Holder Certification* |
|||||
99.6 |
Form
of Beneficial Owner Election* |
* |
Filed herewith. |
|
Portions of this document were omitted and filed separately with the SEC pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Exchange Act. |
(A) |
Previously filed as Appendix B to the proxy statement for the 2012 Annual Meeting of Stockholders filed on Schedule 14A with the Securities and Exchange Commission on April 16, 2012. |
(B) |
Previously filed as an exhibit to Amendment No. 3 to the Companys Registration Statement on Form S-1 (Reg. No. 333-118750) filed with the Securities and Exchange Commission on November 26, 2004. |
(C) |
Previously filed as an exhibit to Amendment No. 1 to the Companys Registration Statement on Form S-1 (Reg. No. 333-118750) filed with the Securities and Exchange Commission on October 1, 2004. |
(D) |
Previously filed as an exhibit to Amendment No. 2 to the Companys Registration Statement on Form S-1 (Reg. No. 333-118750) filed with the Securities and Exchange Commission on October 8, 2004. |
Exhibit 4.8
RIGHTS CERTIFICATE #: |
| NUMBER OF RIGHTS |
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
COMPANYS PROSPECTUS DATED [ ], 2013 (THE PROSPECTUS) AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST
FROM EAGLE ROCK PROXY ADVISORS, LLC, THE INFORMATION AGENT.
BlueLinx Holdings Inc.
Incorporated under the laws of the State of Delaware
NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing Non-Transferable Subscription Rights to Purchase Shares of Common Stock of
BlueLinx Holdings Inc.
CUSIP [ ]
Subscription Price: $[ ] per Share
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
NEW YORK CITY TIME, ON [ ], 2013, UNLESS EXTENDED BY THE COMPANY
REGISTERED
OWNER:
THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (Rights) set forth above. Each Right entitles the holder thereof to subscribe for and purchase [ ] of a share (rounded down to the nearest whole share) of Common Stock, with a par value of $0.01 per share, of BlueLinx Holdings Inc., a Delaware corporation, at a subscription price of $[ ] per share (the Basic Subscription Right), pursuant to a rights offering (the Rights Offering), on the terms and subject to the conditions set forth in the Prospectus. If any shares of Common Stock available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Right (the Remaining Shares), any Rights holder that exercises its Basic Subscription Right in full may subscribe for a number of Remaining Shares pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the Over-Subscription Privilege). The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each share of Common Stock in accordance with the instructions set forth in Form 1 hereto, the Prospectus, and the Instructions for Use of BlueLinx Holdings Inc. Subscription Rights Certificates. THE RIGHTS EVIDENCED BY THIS SUBSCRIPTION RIGHTS CERTIFICATE ARE NOT TRANSFERABLE AND MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE HEREOF IS COMPLETED AND SIGNED, WITH A SIGNATURE GUARANTEE, IF APPLICABLE
This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar.
Witness the facsimile corporate seal and the facsimile signatures of the duly authorized officers of BlueLinx Holdings Inc..
Dated: ________________
|
|
|
President and Chief Executive Officer |
| Secretary |
COUNTERSIGNED AND REGISTERED:
Registrar and Transfer Company
|
|
|
|
|
By: |
|
|
|
|
|
| Authorized Signature |
|
|
DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE
Delivery other than in the manner or to the addresses listed below will not constitute valid delivery.
By mail: Registrar and Transfer Company Attn: Reorg/Exchange Dept P.O. Box 645 Cranford, New Jersey 07016−0645 | By hand or overnight courier: Registrar and Transfer Company Attn: Reorg/Exchange Dept 10 Commerce Drive Cranford, New Jersey 07016 |
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
FORM 1EXERCISE OF SUBSCRIPTION RIGHTS
To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 4 below. To subscribe for shares pursuant to your Over-Subscription Privilege, please also complete line (b) and sign under Form 4 below. To the extent you subscribe for more Shares than you are entitled under either the Basic Subscription Right or the Over-Subscription Privilege, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Right or Over-Subscription Privilege, as applicable.
(a)
BASIC SUBSCRIPTION RIGHT:
I exercise __________ rights X ________ = ________________________________
(no. of rights) (ratio) (total number of new shares rounded down
to nearest whole share)
Therefore, I apply for ___________________ X _______________ = $_______________
(no. of new whole shares) (subscription price) (amount enclosed)
(b)
OVER-SUBSCRIPTION PRIVILEGE:
I apply for ___________________ X _______________ = $_______________
(no. of new whole shares) (subscription price) (additional amount enclosed)
(c)
TOTAL AMOUNT ENCLOSED: $______________________________________
(sum of basic plus over-subscription amounts)
METHOD OF PAYMENT (CHECK ONE):
£ |
| Uncertified check drawn on a U.S. bank payable to “Registrar and Transfer Company,” as Subscription Agent. |
|
|
|
£ |
| Wire transfer of immediately available funds directly to the account maintained by Registrar and Transfer Company, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at [ ]. |
FORM 2SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR SUBSCRIPTION RIGHTS HOLDERS:
(a) To be completed ONLY if the certificate representing the Common Stock is to be issued in a name other than that of the registered holder. (See the Instructions.) DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.
|
ISSUE COMMON STOCK TO: |
|
(Please Print Name) |
|
(Print Full Address) |
|
(Social Security # or Tax ID #) |
|
(b) To be completed ONLY if the certificate representing the Common Stock is to be sent to an address other than that shown on the front of this certificate. (See the Instructions.) DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW. |
|
(Please Print Name) |
|
(Print Full Address) |
|
(Social Security # or Tax ID #) |
FORM 3SIGNATURE
TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus.
Signature(s)
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.
FORM 4SIGNATURE GUARANTEE
This form must be completed if you have completed any portion of Form 2.
|
|
|
Signature |
|
|
Guaranteed: |
|
|
|
|
|
|
| (Name of Bank or Firm) |
|
|
| ||
By: |
|
| ||
|
|
| ||
|
| (Signature of Officer) |
IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.
FOR INSTRUCTIONS ON THE USE OF BLUELINX HOLDINGS INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT EAGLE ROCK PROXY ADVISORS, LLC, THE INFORMATION AGENT, AT (855) 612-6975 TOLL-FREE.
FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM AND MUST BE MADE IN UNITED STATES DOLLARS BY AN UNCERTIFIED CHECK DRAWN ON A UNITED STATES BANK OR WIRE TRANSFER PAYABLE TO REGISTRAR AND TRANSFER COMPANY.
Exhibit 5.1
[ ], 2013
BlueLinx Holdings Inc.
4300 Wildwood Parkway
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as counsel to BlueLinx Holdings Inc., a Delaware corporation (the Company ), in connection with the issuance by the Company to its shareholders of non-transferable subscription rights (the Rights) entitling the holders thereof to purchase up to [ ] shares (the Shares) of the Companys common stock, $0.01 par value per share (Common Stock) (collectively, the Rights Offering). The Company has filed a Registration Statement on Form S-1, as amended, (the Registration Statement) with the Securities and Exchange Commission (the Commission) to effect the registration of the Rights and the Shares under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement includes a prospectus (the Prospectus) to be furnished to the holders of record of the Companys Common Stock as of the record date for the distribution of the Rights, in connection with the Rights Offering. The Rights and the Shares are collectively referred to herein as the Securities. This opinion is furnished to you at your request in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In rendering this opinion letter, we have examined such corporate and other documents, and made such other examinations of matters of law and of fact, as we have considered appropriate or advisable for the purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies. We have assumed that the resolutions authorizing the Company to issue, offer and sell the Securities are, and will be, in full force and effect at all times at which any Securities are offered or sold by the Company. We have relied upon the statements contained in the Registration Statement and certificates of officers of the Company, and we have made no independent investigation with regard thereto. We have further assumed that (1) the Registration Statement and any amendment thereto will have become effective (and will remain effective at the time of the issuance of the Securities thereunder) and (2) the Prospectus describing the Securities will be filed with the Commission to the extent required by applicable law and relevant rules and regulations of the Commission.
Based on the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
(1)
The Rights have been authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Rights Offering, will be validly issued and will constitute valid and binding obligations of the Company, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium and similar laws affecting the rights of creditors generally, and by general principles of equity.
(2)
The Shares have been authorized by all necessary corporate action of the Company and, when issued and delivered in accordance with the terms of the Rights Offering against payment of the consideration for
Bluelinx Holdings Inc.
[ ], 2013
Page 2
the Shares upon exercise of the Rights as contemplated by the Prospectus, will be validly issued, fully paid and nonassessable.
Our opinions set forth herein are limited to the Delaware General Corporation Law (including the relevant statutory provisions, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and we do not express any opinion herein concerning any other laws.
No opinion may be implied or inferred beyond the opinions expressly stated in the numbered paragraphs above. We have no obligation to update this opinion or to advise you after the date hereof of facts or circumstances that come to our attention or changes in law or any other matters that occur which could affect the opinions and other statements contained herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and to the use of our name under the heading Legal Matters in the Prospectus, including any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
This opinion may not be relied upon, furnished or quoted by you for any other purpose without our prior written consent.
Very truly yours,
Exhibit 8.1
[ ], 2013
BlueLinx Holdings Inc.
4300 Wildwood Parkway
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as counsel to BlueLinx Holdings Inc., a Delaware corporation (the Company), in connection with the issuance by the Company to its shareholders of non-transferable subscription rights (the Rights ) entitling the holders thereof to purchase up to [ ] shares (the Shares) of the Companys common stock, $0.01 par value per share ( Common Stock) (collectively, the Rights Offering). The Company has filed a Registration Statement on Form S-1, as amended (File No. 333-[ ]) (the Registration Statement) with the Securities and Exchange Commission (the Commission ) to effect the registration of the Rights and the Shares under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement includes a prospectus (the Prospectus) to be furnished to the holders of record of the Companys Common Stock as of the record date for the distribution of the Rights, in connection with the Rights Offering. The Rights and the Shares are collectively referred to herein as the Securities. This opinion relates to the discussion set forth under the caption Material U.S. Federal Income Tax Consequences of the Registration Statement and is furnished to you at your request in accordance with the requirements of Item 601(b)(8) of Regulation S-K promulgated under the Securities Act.
For purposes of this opinion letter, we have examined and relied upon the following documents:
1. A copy of the Prospectus;
2. A copy of the Registration Statement; and
3. Such other additional instruments and documents, representations of the Company and of certain other persons, and such matters of law, all as we have deemed necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures and the capacity of each person executing a document to so act. For purposes of the opinions contained herein, we have assumed, with your consent, the following:
·
that the documents shown to us are true, correct and complete and we have been shown all modifications to such documents;
·
that the documents shown to us as certified or photocopies of original documents conform to the original documents;
Bluelinx Holdings Inc.
[ ], 2013
Page 2
·
that the documents listed above that have been reviewed in proposed or draft form will be executed in substantially the same form as the documents that we have reviewed; and
·
that all of the representations, factual assumptions and statements set forth in the documents listed above, have been and will be performed or satisfied in accordance with their terms.
Our opinions are based upon the facts described in the Registration Statement and upon facts as they have been represented to us or determined by us as of this date. Any inaccuracies in or alterations of such facts may adversely affect our opinions. Further, our opinions are based upon the Internal Revenue Code of 1986, as amended (the Code), applicable Treasury Regulations promulgated or proposed under the Code, administrative pronouncements of the Internal Revenue Service (the Service), and judicial decisions, all as in effect as of the date hereof. Additionally, our opinion is not binding on the Service or any court, and there can be no assurance that contrary positions may not be taken by the Service.
Based upon and subject to the foregoing, the discussion contained in the Registration Statement under the caption Material U.S. Federal Income Tax Consequences, subject to the limitations and qualifications referred to therein, accurately sets forth the material U.S. federal income tax consequences of the receipt and exercise (on expiration) of the Rights or, if applicable, the over-subscription privilege, acquired through the Rights Offering and owning and disposing of the shares of Common Stock received upon exercise of the Rights and constitutes the opinion of Troutman Sanders LLP.
The foregoing opinion is limited to the United States federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. This opinion letter speaks only as of the date hereof and we undertake no obligation to update the opinions expressed herein after the date of this letter. Except as provided in the next paragraph, this opinion letter may not be distributed, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent.
We consent to the use of our name and the discussion of our opinion under the captions Material U.S. Federal Income Tax Consequences and Legal Matters in the Prospectus filed with the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement in which the Prospectus is included. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the Rules and Regulations of the Commission thereunder.
Very truly yours,
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption Experts in the Registration Statement (Form S-1) and related Prospectus of BlueLinx Holdings Inc. for the registration of shares of its common stock and to the incorporation by reference therein of our reports dated February 27, 2012, with respect to the consolidated financial statements of BlueLinx Holdings Inc., and the effectiveness of internal control over financial reporting of BlueLinx Holdings Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
January 10, 2013
Exhibit 99.1
FORM OF
INSTRUCTIONS FOR USE OF
BLUELINX HOLDINGS INC. SUBSCRIPTION RIGHTS CERTIFICATES
CONSULT EAGLE ROCK PROXY ADVISORS LLC,
OUR INFORMATION AGENT, AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the Rights Offering) by BlueLinx Holdings Inc., a Delaware corporation (the Company), to the holders of record (the Record Holders) of its common stock, par value $0.01 per share (the Common Stock), as described in the Companys Prospectus, dated [ ], 2013 (the Prospectus). Record Holders of Common Stock at the close of business, on [ ], 2013 (the Record Date) are receiving non-transferable subscription rights (the Rights) to subscribe for and purchase shares of the Companys Common Stock (the Underlying Shares). An aggregate of [ ] Underlying Shares are being offered by the Prospectus. Each Record Holder will receive one Right for every share of Common Stock owned of record as of the close of business on the Record Date.
The Rights will expire, if not exercised, by 5:00 p.m., New York City time, on [ ], 2013, unless extended by the Board of Directors of the Company (as so extended, the Expiration Date). After the Expiration Date, unexercised Rights will be null and void. The Company will not be obligated to honor any purported exercise of Rights received by Registrar and Transfer Company (the Subscription Agent) after 5:00 p.m., New York City time, on the Expiration Date, regardless of when the documents relating to such exercise were sent. The Board of Directors of the Company may extend the Expiration Date by giving oral or written notice to the Subscription Agent on or before the Expiration Date, followed by a press release no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. The Rights are evidenced by Rights certificates (the Subscription Rights Certificates).
Each Right allows the holder thereof to subscribe for [ ] of a share of Common Stock (the Basic Subscription Right) at the cash price of $[ ] per whole share (the Subscription Price). Fractional shares or cash in lieu of fractional shares will not be issued in the Rights Offering. Fractional shares will be rounded down to the nearest whole number. As an example, if you owned 1,000 shares of Common Stock as of the Record Date, you would receive 1,000 subscription rights pursuant to your Basic Subscription Right that would entitle you to purchase [ ] shares of common stock ([ ] rounded down to the nearest whole share) at a subscription price of $[ ] per whole share.
In addition, each holder of Rights who exercises his Basic Subscription Right in full will be eligible to subscribe (the Over-Subscription Privilege), at the same Subscription Price of $[ ] per whole share, for additional shares of Common Stock if any Underlying Shares are not purchased by other holders of Rights under their Basic Subscription Rights as of the Expiration Date (the Excess Shares). Each holder of Rights may exercise his Over-Subscription Privilege only if he exercised his Basic Subscription Right in full and other holders of Rights do not exercise their Basic Subscription Rights in full. If there is not a sufficient number of Excess Shares to satisfy all requests for subscriptions made under the Over-Subscription Privilege, the Company will allocate the remaining Excess Shares pro rata, after eliminating all fractional shares, among those Rights holders who exercised their Over-Subscription Privileges in proportion to the number of shares of Common Stock owned by such Right holder on the Record Date, relative to the number of shares of Common Stock owned on the Record Date by all Right holders exercising their Over-Subscription Privilege. If this pro rata allocation results in any person receiving a greater number of Excess Shares than the person subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such person will be allocated only that number of Excess Shares for which the person over-subscribed, and the remaining Excess Shares will be re-allocated among all other persons exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Excess Shares have been allocated. For the purposes of determining their eligibility for the Over-Subscription Privilege, holders will be deemed to have exercised their Rights under the Basic Subscription Right in full if they subscribe for the maximum number of whole Underlying Shares available under their Basic Subscription Right. See The Rights OfferingThe Subscription Rights in the Prospectus.
Do not send the Subscription Rights Certificate or payment to the Company. If you wish to participate in the Rights Offering, the Subscription Agent must receive your completed Subscription Rights Certificate, with full
payment of the total subscription amount, including final clearance of any uncertified personal checks, before 5:00 p.m., New York City time, on the Expiration Date. Once you have exercised your Rights, you cannot revoke the exercise of your Rights. If you do not exercise your Rights before the Expiration Date, then they will expire and you will have no further rights under them.
The number of Rights to which you are entitled is printed on the face of your Subscription Rights Certificate. You should indicate your wishes with regard to the exercise of your Rights by completing the appropriate portions of your Subscription Rights Certificate and returning the certificate to the Subscription Agent in the envelope provided pursuant to the procedures described in the Prospectus.
THE COMPLETED AND EXECUTED SUBSCRIPTION RIGHTS CERTIFICATE, WITH FULL PAYMENT FOR ALL OF THE SHARES THAT YOU INTEND TO SUBSCRIBE FOR PURSUANT TO THE BASIC SUBSCRIPTION RIGHT AND THE OVER-SUBSCRIPTION PRIVILEGE, INCLUDING FINAL CLEARANCE OF ANY UNCERTIFIED PERSONAL CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE [ ], 2013, THE EXPIRATION DATE. ONCE A RECORD HOLDER HAS EXERCISED ANY RIGHTS, SUCH EXERCISE MAY NOT BE REVOKED (UNLESS WE ARE REQUIRED BY LAW TO PERMIT REVOCATION). SUBSCRIPTION RIGHTS THAT ARE NOT EXERCISED PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE WILL EXPIRE WITHOUT VALUE.
1. Method of SubscriptionExercise of Rights.
To exercise your Rights, complete your Subscription Rights Certificate and send the properly completed and executed Subscription Rights Certificate, together with payment in full of the total required subscription amount for all of the shares you intend to subscribe for pursuant to the Basic Subscription Right and the Over-Subscription Privilege, to the Subscription Agent, by no later than 5:00 p.m., New York City time, on the Expiration Date. Your full payment will be held in a segregated account to be maintained by the Subscription Agent.
Your payment of the subscription price must be made in U.S. dollars and must be delivered in one of the following ways:
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| | wire transfer of immediately available funds using the following wire instructions: For the Benefit of: REGISTRAR AND TRANSFER COMPANY, As Subscription Agent for BlueLinx Holdings, Inc., with reference to the certificate number and name listed on your Subscription Rights Certificate Account #: [ ] Bank: TD Bank 6000 Atrium Way Mt. Laurel, NJ. 08054 ABA #: [ ] |
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If you wish to make payment by wire transfer, you must reference the certificate number and name listed on your Subscription Rights Certificate.
Payments will be deemed to have been received upon clearance of any uncertified personal check or receipt by the Subscription Agent of any wire transfer of immediately available funds. If you pay by uncertified personal check, please note that your payment may take five (5) or more business days to clear. Accordingly, if you wish to pay your subscription amount by means of uncertified personal check, we urge you to deliver your payment to the Subscription Agent sufficiently in advance of the Expiration Date to ensure that your payment is received and clears by the expiration of the Rights Offering period.
The completed Subscription Rights Certificate and full payment of the total subscription amount must be delivered to the Subscription Agent by one of the methods described below:
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By mail: |
| By hand or overnight courier: |
Delivery to any address or by a method other than those set forth above will not constitute valid delivery.
If you have any questions, require assistance regarding the method of exercising Rights or require additional copies of relevant documents, please contact our information agent for the rights offering, Eagle Rock Proxy Advisors, LLC, by calling (855) 612-6975 toll-free.
When making arrangements with your bank or broker for the delivery of funds on your behalf, you may also request such bank or broker to exercise the Subscription Rights Certificate on your behalf.
Banks, brokers, and other nominee holders of Rights who exercise the Basic Subscription Right and the Over-Subscription Privilege on behalf of beneficial owners of Rights will be required to certify to the Subscription Agent and the Company, in connection with the exercise of the Over-Subscription Privilege, as to the aggregate number of Rights that have been exercised and the number of Underlying Shares that are being subscribed for pursuant to the Over-Subscription Privilege, by each beneficial owner of Rights (including such nominee itself) on whose behalf such nominee holder is acting. If more Excess Shares are subscribed for pursuant to the Over-Subscription Privilege than are available for sale, the Excess Shares will be allocated, as described above, among beneficial owners exercising the Over-Subscription Privilege in proportion to such owners request of Rights pursuant to the Over-Subscription Privilege.
If the aggregate Subscription Price paid by you is insufficient to purchase the number of Underlying Shares subscribed for, or if no number of Underlying Shares to be purchased is specified, then you will be deemed to have exercised your Rights under the Basic Subscription Right to purchase Underlying Shares to the full extent of the payment tendered.
If the aggregate Subscription Price paid by you exceeds the amount necessary to purchase the number of Underlying Shares for which you have indicated an intention to subscribe (such excess being the Subscription Excess), then the remaining amount will be returned to you by mail, without interest or deduction, promptly after the Expiration Date and after all pro rata allocations and adjustments contemplated by the terms of the Rights Offering have been effected.
2. Issuance of Common Stock.
Promptly following the expiration of the Rights Offering and the valid exercise of Rights pursuant to the Basic Subscription Right and Over-Subscription Privilege, and after all pro rata allocations and adjustments contemplated by the terms of the Rights Offering have been effected, the following deliveries and payments will be made to the address shown on the face of your Subscription Rights Certificate, or, if you hold your shares in book-entry form, such deliveries and payments will be in the form of a credit to your account, unless you provide instructions to the contrary in your Subscription Rights Certificate:
a.
Basic Subscription Right: The Subscription Agent will deliver to each exercising Rights holder the number of shares of Common Stock purchased pursuant to the Basic Subscription Right. See The Rights OfferingThe Subscription RightsBasic Subscription Right in the Prospectus.
b.
Over-Subscription Privilege: The Subscription Agent will deliver to each Rights holder who validly exercises the Over-Subscription Privilege the number of shares of Common Stock, if any, allocated to such Rights holder pursuant to the Over-Subscription Privilege. See The Rights OfferingThe Subscription RightsOver-Subscription Privilege in the Prospectus.
3
c.
Excess Cash Payments: The Subscription Agent will mail to each Rights holder who exercises the Over-Subscription Privilege any excess amount, without interest or deduction, received in payment of the Subscription Price for Excess Shares that are subscribed for by such Rights holder but not allocated to such Rights holder pursuant to the Over-Subscription Privilege. See The Rights OfferingSubscription PrivilegesOver-Subscription Privilege in the Prospectus.
3. Sale or Transfer of Rights.
The Rights granted to you are non-transferrable and, therefore, you may not sell, transfer or assign your Rights to anyone.
4. Commissions, Fees, and Expenses.
The Company will pay all fees charged by the Subscription Agent and the Information Agent related to their acting in such roles in connection with the Rights Offering. However, all commissions, fees, and other expenses (including brokerage commissions and fees and transfer taxes) incurred in connection with the exercise of Rights will be for the account of the transferor of the Rights, and none of such commissions, fees, or expenses will be paid by the Company, the Information Agent, or the Subscription Agent.
5. Execution.
a.
Execution by Registered Holder. The signature on the Subscription Rights Certificate must correspond with the name of the registered holder exactly as it appears on the face of the Subscription Rights Certificate without any alteration, enlargement or change whatsoever. Persons who sign the Subscription Rights Certificate in a representative or other fiduciary capacity on behalf of a registered holder must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority so to act.
b.
Signature Guarantees. If you are neither a registered holder (or signing in a representative or other fiduciary capacity on behalf of a registered holder) nor an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, your signature must be guaranteed by such an eligible institution.
6. Method of Delivery to Subscription Agent.
The method of delivery of Subscription Rights Certificates and payment of the Subscription Price to the Subscription Agent will be at the election and risk of the Rights holder, but, if sent by mail, it is recommended that such certificates and payments be sent by registered mail, properly insured, with return receipt requested and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and the clearance of payment prior to 5:00 p.m., New York City time, on the Expiration Date. Any uncertified personal check used to exercise the Rights must clear the appropriate financial institutions before 5:00 p.m., New York City time on the Expiration Date. The clearinghouse may require five or more business days. Accordingly, holders who wish to pay the subscription price by means of an uncertified personal check should make payment sufficiently in advance of the expiration of the rights offering to ensure that the payment is received and clears by that date.
7. Special Provisions Relating to the Delivery of Rights through the Depository Trust Company.
In the case of Rights that are held of record through the Depository Trust Company (the Book-Entry Transfer Facility), exercises of the Basic Subscription Right and of the Over-Subscription Privilege may be effected by instructing the Book-Entry Transfer Facility to transfer Rights from the Book-Entry Transfer Facility account of such holder to the Book-Entry Transfer Facility account of the Subscription Agent, together with certification as to the aggregate number of Rights exercised and the number of Underlying Shares thereby subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Privilege by each beneficial owner of Rights on whose behalf such nominee is acting, and payment of the Subscription Price for each share of Common Stock subscribed
4
for pursuant to the Basic Subscription Right and the Over-Subscription Privilege. See the Companys Letter to Stockholders Who Are Record Holders and the Nominee Holder Certification.
8. Determinations Regarding the Exercise of Your Rights
We will decide, in our sole discretion, all questions concerning the timeliness, validity, form, and eligibility of the exercise of your Rights. Any such determinations by us will be final and binding. We, in our sole discretion, may waive, in any particular instance, any defect or irregularity or permit, in any particular instance, a defect or irregularity to be corrected within such time as we may determine. We will not be required to make uniform determinations in all cases. We may reject the exercise of any of your Rights because of any defect or irregularity. We will not accept any exercise of Rights until all irregularities have been waived by us or cured by you within such time as we decide, in our sole discretion.
Neither we, nor the Subscription Agent or Information Agent will be under any duty to notify you of any defect or irregularity in connection with your submission of Subscription Rights Certificates, and we will not be liable for failure to notify you of any defect or irregularity. We reserve the right to reject your exercise of Rights if we determine that your exercise is not in accordance with the terms of the Rights Offering, as set forth in the Prospectus and these Instructions for Use, or in proper form. We will also not accept the exercise of your Rights if our issuance of shares of our Common Stock to you could be deemed unlawful under applicable law.
5
Exhibit 99.2
4300 Wildwood Parkway
Atlanta, GA 30339
1-888-502-BLUE
FORM OF
LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS
BLUELINX HOLDINGS INC.
[ ] Shares of Common Stock
Offered Pursuant to Rights Distributed to Record Stockholders of
BlueLinx Holdings Inc.
Dear Stockholder:
This notice is being distributed by BlueLinx Holdings Inc. (the Company) to all holders of record of shares of its common stock, par value $0.01 per share (the Common Stock), at the close of business, on [ ], 2013 (the Record Date), in connection with the distribution in a rights offering (the Rights Offering) of non-transferable subscription rights (the Rights) to subscribe for and purchase shares of Common Stock. The Rights are described in the Companys Prospectus, dated [ ], 2013 (the Prospectus).
In the Rights Offering, the Company is offering an aggregate of [ ] shares of its Common Stock (the Underlying Shares) pursuant to the Prospectus. The Rights will expire, if not exercised, by 5:00 p.m., New York City time, on [ ], 2013, unless extended by the Board of Directors of the Company (as it may be extended, the Expiration Date).
As described in the accompanying Prospectus, each Record Holder will receive one Right for every share of Common Stock owned of record as of the close of business on the Record Date.
Each Right allows the holder thereof to subscribe for [ ] of a share of Common Stock (the Basic Subscription Right) at the cash price of $[ ] per whole share (the Subscription Price). Fractional shares or cash in lieu of fractional shares will not be issued in the Rights Offering. Fractional shares will be rounded to the nearest whole number. As an example, if you owned 1,000 shares of Common Stock as of the Record Date, you would receive 1,000 subscription rights pursuant to your Basic Subscription Right that would entitle you to purchase [ ] shares of common stock ( [ ] rounded down to the nearest whole share) at a subscription price of $ [ ] per whole share.
In addition, each holder of Rights who exercises his Basic Subscription Right in full will be eligible to subscribe (the Over-Subscription Privilege), at the same Subscription Price of $[ ] per whole share, for additional shares of Common Stock if any Underlying Shares are not purchased by other holders of Rights under their Basic Subscription Rights as of the Expiration Date (the Excess Shares). Each holder of Rights may exercise his Over-Subscription Privilege only if he exercised his Basic Subscription Right in full and other holders of Rights do not exercise their Basic Subscription Rights in full. If there is not a sufficient number of Excess Shares to satisfy all requests for subscriptions made under the Over-Subscription Privilege, the Company will allocate the remaining Excess Shares pro rata, after eliminating all fractional shares, among those Rights holders who exercised their Over-Subscription Privileges in proportion to the number of shares of Common Stock owned by such Right holder on the Record Date, relative to the number of shares of Common Stock owned on the Record Date by all Right holders exercising their Over-Subscription Privilege. If this pro rata allocation results in any person receiving a greater number of Excess Shares than the person subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such person will be allocated only that number of Excess Shares for which the person over-subscribed, and the remaining Excess Shares will be re-allocated among all other persons exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Excess Shares have been allocated. For the purposes of determining their eligibility for the Over-Subscription Privilege, holders will be
deemed to have exercised their Rights under the Basic Subscription Right in full if they subscribe for the maximum number of whole Underlying Shares available under their Basic Subscription Right. See The Rights OfferingThe Subscription Rights in the Prospectus.
You will be required to submit payment in full for all of the shares of Common Stock you wish to buy pursuant to the exercise of the Basic Subscription Right and the Over-Subscription Privilege to Registrar and Transfer Company (the Subscription Agent) by no later than 5:00 p.m., New York City time, on the Expiration Date. Any excess subscription payment that you may pay to the Subscription Agent in the Rights Offering will be returned to you by the Subscription Agent, without interest or penalty, as soon as practicable following the completion of the Rights Offering.
The Rights are evidenced by Rights certificates (the Subscription Rights Certificates). The back of the Rights Certificate contains the exercise form for participating in the rights offering. If not exercised, your Rights Certificate will cease to have any value when the rights offering expires.
Enclosed are copies of the following documents:
1.
Prospectus;
2.
Subscription Rights Certificate;
3.
Instructions for Use of BlueLinx Holdings Inc. Subscription Rights Certificates; and
4.
A return envelope addressed to the Subscription Agent.
Your prompt action is requested if you intend to participate in the Rights Offering. To exercise your Rights, you must deliver your properly completed and signed Subscription Rights Certificate, together with your payment in full of the total subscription amount that is required for all of the shares that you intend to subscribe for pursuant to the Basic Subscription Right and the Over-Subscription Privilege, to the Subscription Agent as described further in the Prospectus. Do not send the Subscription Rights Certificate or payment to the Company. Your properly completed and signed Subscription Rights Certificate accompanied by full payment of your total subscription amount must be received by the Subscription Agent, and your payment must clear, by no later than 5:00 p.m., New York City time, on the Expiration Date. Once you have exercised your Rights, you may not cancel, revoke or otherwise amend the exercise of your Rights (unless we are required by law to permit revocation). Any Rights that are not exercised prior to 5:00 p.m., New York City time, on the Expiration Date will expire and you will have no further rights under them.
Additional copies of the enclosed materials may be obtained by cont from the Information Agent, Eagle Rock Proxy Advisors, LLC, by calling (855) 612-6975 toll-free. You may also contact our information agent if you have any questions on the Rights Offering or require any assistance in exercising your Rights.
Very truly yours,
BLUELINX HOLDINGS INC.
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Exhibit 99.3
4300 Wildwood Parkway
Atlanta, GA 30339
1-888-502-BLUE
FORM OF
LETTER TO NOMINEE HOLDERS
WHOSE CLIENTS ARE BENEFICIAL HOLDERS
BLUELINX HOLDINGS INC.
[ ] Shares of Common Stock
Offered Pursuant to Rights Distributed to Record Stockholders of
BlueLinx Holdings Inc.
To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the Rights Offering) by BlueLinx Holdings Inc. (the Company) of shares of its Common Stock, par value $0.01 per share (the Common Stock), pursuant to non-transferable subscription rights (the Rights) distributed to all holders of record (Record Holders) of shares of Common Stock, at the close of business on [ ], 2013 (the Record Date). The Rights are described in the Companys Prospectus, dated [ ], 2013 (the Prospectus).
In the Rights Offering, the Company is offering an aggregate of [ ] shares of its Common Stock pursuant to the Prospectus. The Rights will expire, if not exercised, by 5:00 p.m., Eastern Time, on [ ], 2013, unless extended by the Board of Directors of the Company (as it may be extended, the Expiration Date).
As described in the accompanying Prospectus, each Record Holder will receive one Right for every share of Common Stock owned of record as of the close of business on the Record Date.
Each Right allows the holder thereof to subscribe for [ ] of a share of Common Stock (the Basic Subscription Right) at the cash price of $[ ] per whole share (the Subscription Price). Fractional shares or cash in lieu of fractional shares will not be issued in the Rights Offering. Fractional shares will be rounded down to the nearest whole number. As an example, if you owned 1,000 shares of Common Stock as of the Record Date, you would receive 1,000 subscription rights pursuant to your Basic Subscription Right that would entitle you to purchase [ ] shares of common stock ([ ] rounded down to the nearest whole share) at a subscription price of $[ ] per whole share.
In addition, each holder of Rights who exercises his Basic Subscription Right in full will be eligible to subscribe (the Over-Subscription Privilege), at the same Subscription Price of $[ ] per whole share, for additional shares of Common Stock if any Underlying Shares are not purchased by other holders of Rights under their Basic Subscription Rights as of the Expiration Date (the Excess Shares). Each holder of Rights may exercise his Over-Subscription Privilege only if he exercised his Basic Subscription Right in full and other holders of Rights do not exercise their Basic Subscription Rights in full. If there is not a sufficient number of Excess Shares to satisfy all requests for subscriptions made under the Over-Subscription Privilege, the Company will allocate the remaining Excess Shares pro rata, after eliminating all fractional shares, among those Rights holders who exercised their Over-Subscription Privileges in proportion to the number of shares of Common Stock owned by such Right holder on the Record Date, relative to the number of shares of Common Stock owned on the Record Date by all Right holders exercising their Over-Subscription Privilege. If this pro rata allocation results in any person receiving a greater number of Excess Shares than the person subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such person will be allocated only that number of Excess Shares for which the person over-subscribed, and the remaining Excess Shares will be re-allocated among all other persons exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Excess Shares have been allocated. For the purposes of determining their eligibility for the Over-Subscription Privilege, holders will be deemed to have exercised their Rights under the Basic Subscription Right in full if they subscribe for the maximum
number of whole Underlying Shares available under their Basic Subscription Right. See The Rights OfferingThe Subscription Rights in the Prospectus.
The Rights are evidenced by a Rights certificate (a Subscription Rights Certificate) registered in your name or the name of your nominee. Each beneficial owner of shares of Common Stock registered in your name or the name of your nominee is entitled to one Right for every share of Common Stock owned by such beneficial owner as of the Record Date. The back of the Rights Certificate contains the exercise form for participating in the rights offering. If not exercised, your Rights Certificate will cease to have any value when the rights offering expires.
We are asking persons who hold shares of Common Stock beneficially and who have received the Rights distributable with respect to those shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold certificates of Common Stock directly and prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them. In addition, we are asking beneficial owners who wish to obtain a separate Subscription Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Subscription Rights Certificate be issued.
Please take prompt action to notify any beneficial owners of Common Stock as to the Rights Offering and the procedures and deadlines that must be followed to exercise their Rights. If you exercise the Over-Subscription Privilege on behalf of beneficial owners of Rights, you will be required to certify to the Subscription Agent and the Company, in connection with the exercise of the Over-Subscription Privilege, as to the aggregate number of Rights that have been exercised pursuant to the Basic Subscription Privilege, whether the Basic Subscription Privilege of each beneficial owner of Rights on whose behalf you are acting has been exercised in full and the number of shares of Common Stock being subscribed for pursuant to the Over-Subscription Privilege by each beneficial owner of Rights on whose behalf you are acting.
All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than certain fees and expenses of the Subscription Agent and the Information Agent incurred in connection with the exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by the Company, the Subscription Agent, or the Information Agent. Enclosed are copies of the following documents:
1.
Prospectus;
2.
Instruction for Use of BlueLinx Holdings Inc. Subscription Rights Certificates;
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A form of letter that may be sent to your clients for whose accounts you hold shares of Common Stock registered in your name or the name of your nominee, with an attached form of instruction;
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Nominee Holder Certification; and
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A return envelope addressed to Registrar and Transfer Company, the Subscription Agent.
Your prompt action is requested. To exercise the Rights, you must deliver the properly completed and signed Subscription Rights Certificate, together with the Nominee Holder Certification and payment in full of the total subscription amount that is required for all of the shares subscribed for in the Rights Offering, to the Subscription Agent as described further in the Prospectus. Do not send the Subscription Rights Certificate, Nominee Holder Certification or payment to the Company. The properly completed and signed Subscription Rights Certificate and Nominee Holder Certification, accompanied by full payment of the total subscription amount, must be received by the Subscription Agent, and your payment must clear, by no later than 5:00 p.m., New York City time, on the Expiration Date. Failure to return the properly completed Subscription Rights Certificate and Nominee Holder Certification with the correct payment will result in your not being able to exercise the Rights held in your name on behalf of yourself or other beneficial owners. A Rights holder cannot revoke the exercise of Rights (unless we are required by law to permit revocation). Rights not exercised before 5:00 p.m., New York City time, on the Expiration Date will expire without value.
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Additional copies of the enclosed materials may be obtained from our information agent, Eagle Rock Proxy Advisors LLC, by calling (855) 612-6975 toll-free.
Very truly yours,
BLUELINX HOLDINGS INC.
NOTHING IN THE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF BLUELINX HOLDINGS INC., THE SUBSCRIPTION AGENT, THE INFORMATION AGENT, OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, 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 EXPRESSLY MADE IN THE PROSPECTUS.
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Exhibit 99.4
FORM OF LETTER TO CLIENTS OF NOMINEE HOLDERS
BLUELINX HOLDINGS INC.
[ ] Shares of Common Stock
Offered Pursuant to Rights Distributed to Record Stockholders of
BlueLinx Holdings Inc.
To Our Clients:
Enclosed for your consideration are the Prospectus, dated [ ], 2013 (the Prospectus), and the Instructions for Use of BlueLinx Holdings Inc. Subscription Rights Certificates relating to the offering (the Rights Offering) by BlueLinx Holdings Inc. (the Company) of shares of its Common Stock, par value $0.01 per share (the Common Stock), pursuant to non-transferable subscription rights (the Rights) distributed to all holders of record of shares of Common Stock, at the close of business on [ ], 2013 (the Record Date). The Rights are described in the Companys Prospectus.
In the Rights Offering, the Company is offering an aggregate of [ ] shares of its Common Stock (the Underlying Shares) pursuant to the Prospectus. The Rights will expire, if not exercised, by 5:00 p.m., New York City time, on [ ], 2013, unless extended by the Board of Directors of the Company (as it may be extended, the Expiration Date).
As described in the accompanying Prospectus, you will receive one Right for every share of Common Stock carried by us in your account as of the Record Date.
Each Right allows the holder thereof to subscribe for [ ] of a share of Common Stock (the Basic Subscription Right) at the cash price of $[ ] per whole share (the Subscription Price). Fractional shares or cash in lieu of fractional shares will not be issued in the Rights Offering. Fractional shares will be rounded down to the nearest whole number. As an example, if you owned 1,000 shares of Common Stock as of the Record Date, you would receive 1,000 subscription rights pursuant to your Basic Subscription Right that would entitle you to purchase [ ] shares of common stock ([ ] rounded down to the nearest whole share) at a subscription price of $[ ] per whole share.
In addition, each holder of Rights who exercises his Basic Subscription Right in full will be eligible to subscribe (the Over- Subscription Privilege), at the same Subscription Price of $[ ] per whole share, for additional shares of Common Stock if any Underlying Shares are not purchased by other holders of Rights under their Basic Subscription Rights as of the Expiration Date (the Excess Shares). Each holder of Rights may exercise his Over-Subscription Privilege only if he exercised his Basic Subscription Right in full and other holders of Rights do not exercise their Basic Subscription Rights in full. If there is not a sufficient number of Excess Shares to satisfy all requests for subscriptions made under the Over-Subscription Privilege, the Company will allocate the remaining Excess Shares pro rata, after eliminating all fractional shares, among those Rights holders who exercised their Over-Subscription Privileges in proportion to the number of shares of Common Stock owned by such Right holder on the Record Date, relative to the number of shares of Common Stock owned on the Record Date by all Right holders exercising their Over-Subscription Privilege. If this pro rata allocation results in any person receiving a greater number of Excess Shares than the person subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such person will be allocated only that number of Excess Shares for which the person over-subscribed, and the remaining Excess Shares will be re-allocated among all other persons exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Excess Shares have been allocated. For the purposes of determining their eligibility for the Over-Subscription Privilege, holders will be deemed to have exercised their Rights under the Basic Subscription Right in full if they subscribe for the maximum number of whole Underlying Shares available under their Basic Subscription Right. See The Rights OfferingThe Subscription Rights in the Prospectus.
The Rights are evidenced by Rights certificates (the Subscription Rights Certificates). The back of the Rights Certificate contains the exercise form for participating in the rights offering. If not exercised, your Rights Certificate will cease to have any value when the rights offering expires.
THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of Common Stock to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus. However, we urge you to read the Prospectus and other enclosed materials carefully before instructing us to exercise your Rights.
Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise Rights on your behalf in accordance with the provisions of the Rights Offering. The Rights Offering will expire at 5:00 p.m., New York City time, on the Expiration Date. Once you have exercised your Rights under the Basic Subscription Privilege and the Over-Subscription Privilege, such exercise may not be revoked.
If you wish to have us, on your behalf, exercise the Rights for any shares of Common Stock to which you are entitled, please so instruct us by timely completing, executing and returning to us the instruction form attached to this letter.
With respect to any instructions to exercise (or not to exercise) Rights, the enclosed Beneficial Ownership Election must be completed and returned such that it will be actually received by us by 5:00 p.m., New York City time, on [ ], 2013, the last business day prior to the scheduled expiration date of the Rights Offering of [ ], 2013 (which may be extended by the Board of Directors of the Company).
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO EAGLE ROCK PROXY ADVISORS, LLC, THE INFORMATION AGENT, AT THE FOLLOWING TOLL-FREE TELEPHONE NUMBER: (855) 612-6975.
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BENEFICIAL OWNER ELECTION
The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of shares of Common Stock of BlueLinx Holdings Inc. (the Company).
With respect to any instructions to exercise (or not to exercise) Rights, the undersigned acknowledges that this form must be completed and returned such that it will actually be received by you by 5:00 p.m., New York City time, on [ ], 2013, the last business day prior to the scheduled expiration date of the Rights Offering of [ ], 2013 (which may be extended by the Board of Directors of the Company).
This will instruct you whether to exercise Rights to purchase shares of the Companys Common Stock distributed with respect to the shares of the Companys Common Stock held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related Instructions for Use of BlueLinx Holdings Inc. Subscription Rights Certificates.
Box 1. o Please DO NOT EXERCISE RIGHTS for shares of Common Stock.
Box 2. o Please EXERCISE RIGHTS for shares of Common Stock as set forth below.
The number of Rights for which the undersigned gives instructions for exercise under the Basic Subscription Privilege should not exceed the number of Rights that the undersigned is entitled to exercise.
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Total Payment Required
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| $_______________ (Sum of Lines 1 and 2 must equal total of amounts in Boxes 3 and 4.) |
Box 3. o Payment in the following amount is enclosed $__________________
Box 4. o Please deduct payment from the following account maintained by you as follows:
_____________________________________
Type of Account
_____________________________________
Account No.
Amount to be deducted:
$____________________________________
____________________________________
____________________________________
Signature(s)
Please type or print name(s) below:
____________________________________
____________________________________
Date:___________, 2013
Exhibit 99.5
NOMINEE HOLDER CERTIFICATION
The undersigned, a bank, broker, trustee, depositary or other nominee of non-transferable rights (the Rights) to purchase shares of common stock, par value $0.01 per share, of BlueLinx Holdings Inc. (the Company) pursuant to the rights offering described and provided for in the Companys Prospectus dated [ ], 2013 (the Prospectus), hereby certifies to the Company and to Registrar and Transfer Company, as Subscription Agent for such rights offering, that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the Basic Subscription Privilege (as defined in the Prospectus) and, on behalf of beneficial owners of Rights who have subscribed for the purchase of additional shares of common stock pursuant to the Over-Subscription Privilege, the number of shares specified below pursuant to the Over-Subscription Privilege (as defined in the Prospectus), listing separately below each such exercised Basic Subscription Privilege and the corresponding Over-Subscription Privilege (without identifying any such beneficial owner), and (2) to the extent a beneficial owner has elected to subscribe for shares pursuant to the Over-Subscription Privilege, each such beneficial owners Basic Subscription Privilege has been exercised in full:
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Provide the following information if applicable:
Depository Trust Company (DTC) Participant Number
Participant Name:
By:
Name:
Title:
DTC Basic Subscription Confirmation Number(s)
Exhibit 99.6
BENEFICIAL OWNER ELECTION
The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of shares of Common Stock of BlueLinx Holdings Inc. (the Company).
With respect to any instructions to exercise (or not to exercise) Rights, the undersigned acknowledges that this form must be completed and returned such that it will actually be received by you by 5:00 p.m., New York City time, on [ ], 2013, the last business day prior to the scheduled expiration date of the Rights Offering of [ ], 2013 (which may be extended by the Board of Directors of the Company, provided that the expiration date of the Rights Offering may not be extended [ ], 2013).
This will instruct you whether to exercise Rights to purchase shares of the Companys Common Stock distributed with respect to the shares of the Companys Common Stock held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related “Instructions for Use of BlueLinx Holdings Inc. Subscription Rights Certificates.”
Box 1. o Please DO NOT EXERCISE RIGHTS for shares of Common Stock.
Box 2. o Please EXERCISE RIGHTS for shares of Common Stock as set forth below.
The number of Rights for which the undersigned gives instructions for exercise under the Basic Subscription Privilege should not exceed the number of Rights that the undersigned is entitled to exercise.
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| Per Share |
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| of Shares |
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Basic Subscription Privilege: |
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| $[ ] | = |
| $ _________(Line 1) | ||
Over-Subscription Privilege: |
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| $ _________(Line 2) | ||
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Total Payment Required
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| $_______________ (Sum of Lines 1 and 2 must equal total of amounts in Boxes 3 and 4.) |
Box 3. o Payment in the following amount is enclosed $_________________________.
Box 4. o Please deduct payment from the following account maintained by you as follows:
_____________________________________
Type of Account
_____________________________________
Account No.
Amount to be deducted:
$____________________________________
____________________________________
____________________________________
Signature(s)
Please type or print name(s) below:
____________________________________
____________________________________
Date:___________, 2013
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