EX-4.1 2 0002.txt FORM OF SUBSCRIPTION WARRANT Exhibit 4.1 879080 11 7 ------------------------------- -------------------- WARRANT CERTIFICATE NUMBER CUSIP NUMBER TEJON RANCH CO. WARRANT CERTIFICATE FOR RIGHTS OFFERING FOR HOLDERS OF RECORD ON DECEMBER __, 2000 ------------------------------- -------------------- SHARES ELIGIBLE TO SUBSCRIBE RECORD DATE SHARES Tejon Ranch Co. (the "Company") is conducting a rights offering (the "Rights Offering") which entitles the holder of Company's common stock, $.50 par value per share (the "Common Stock"), as of the close of business on December __, 2000 (the "Record Date") to receive one transferable right (each, a "Right") for each share of Common Stock held of record on the Record Date. Each Right entitles the holder thereof to subscribe for and purchase ____ share of Common Stock (the "Basic Subscription Privilege") at a subscription price of $____ per share. If any shares of Common Stock are not purchased by holders of Rights pursuant to the Basic Subscription Privilege (the "Over-Subscription Shares"), any holder purchasing all of the shares of Common Stock available to it may purchase an additional number of the Over-Subscription Shares, if so specified in the subscription documents, subject to proration. No fractional shares or cash in lieu thereof will be issued or paid. Set forth above is the number of shares of Common Stock held by such holder, and the number of shares to which each holder is entitled to subscribe pursuant to the Basic Subscription Privilege. FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING, PLEASE REFER TO THE PROSPECTUS DATED DECEMBER __, 2000 (THE "PROSPECTUS"), WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (TOLL FREE (866) 293-6625). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED TO SUCH TERMS IN THE PROSPECTUS. THIS SUBSCRIPTION ORDER FORM MUST BE RECEIVED BY CHASEMELLON SHAREHOLDER SERVICES, L.L.C. WITH PAYMENT IN FULL BY 5:00 P.M. NEW YORK CITY TIME, ON JANUARY __, 2001 (UNLESS EXTENDED IN THE SOLE DISCRETION OF THE COMPANY) (AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). ANY RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE WILL BE NULL AND VOID. ANY SUBSCRIPTION FOR SHARES OF COMMON STOCK IN THE RIGHTS OFFERING MADE HEREBY IS IRREVOCABLE. The Rights represented by this Rights Certificate may be exercised by duly completing Form 1; and may be transferred, assigned, exercised or sold through a bank or broker by duly completing Form 2; and may be sold through the Subscription Agent by duly completing Form 3. Rights holders are advised to review the Prospectus and instructions, copies of which are available from ChaseMellon Shareholder Services, L.L.C., before exercising or selling their Rights. SUBSCRIPTION PRICE: $____ PER SHARE The registered owner whose name is inscribed hereon or assigns, is entitled to subscribe for shares of Common Stock, par value $.50 per share (the "Common Stock"), of Tejon Ranch Co. upon the terms and subject to the conditions set forth in the Prospectus and instructions relating to the use hereof. THE RIGHTS CERTIFICATE IS TRANSFERABLE, AND MAY BE COMBINED OR DIVIDED (BUT ONLY INTO RIGHTS CERTIFICATES EVIDENCING FULL RIGHTS) AT THE OFFICE OF CHASEMELLON SHAREHOLDER SERVICES, L.L.C. RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO EXERCISE OR TRANSFER ONLY PART OF THEIR RIGHTS, THEY MAY NOT RECEIVE A NEW RIGHTS CERTIFICATE IN SUFFICIENT TIME TO EXERCISE THE REMAINING RIGHTS EVIDENCED THEREBY. 2 FORM 1 EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises one or more Rights to subscribe for shares of Common Stock as indicated below, on the terms and subject to the conditions specified in the Prospectus, receipt of which is hereby acknowledged. (a) Number of shares subscribed for pursuant to the Basic Subscription Privilege ___ X $___ = $____ payment. (___ Rights needed to subscribe for one share.) (b) Number of shares subscribed for pursuant to the Over-subscription Privilege ___ X $___ = $____ payment. (c) Total Subscription (total number of shares on lines (A) and (B) multiplied by the subscription price) = $____ payment. METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)): [_] Check, bank draft, or money order payable to "ChaseMellon Shareholder Services, L.L.C., acting on behalf of the Subscription Agent": or [_] Wire transfer directed to The Chase Manhattan Bank, New York, NY, ABA No. 021000021-Attention: ChaseMellon Shareholder Services Reorg. Account 323-885489 (Tejon Ranch Co.) (d) If the Rights being executed pursuant to the Basic Subscription Privilege do not account for all of the Rights represented by the Rights Certificate (check only one) [_] Deliver to the undersigned a new Rights Certificate evidencing the remaining rights to which the undersigned is entitled. [_] Deliver a new Rights Certificate in accordance with the undersigned's Form 2 instructions (which include any required signature guarantees). [_] Sell the remaining unexercised Rights in accordance with the undersigned's Form 3 instructions. [_] Do not deliver any new Rights Certificates to me. [_] Check here if Rights are being exercised pursuant to the Notice of Guaranteed Delivery delivered to the Subscription Agent prior to the date hereof and complete the following: Name(s) of Registered Holder(s) _________________________________ Window Ticket Number (if any) ___________________________________ Date of Execution of Notice of Guaranteed Delivery ______________ Name of Institution Which Guaranteed Delivery ___________________ 3 * If the aggregate Subscription Price enclosed or transmitted is insufficient to purchase the total number of shares included in lines (a) and (b), or if the number of shares being subscribed for is not specified, the Rights Holder exercising this Right Certificate shall be deemed to have subscribed for the maximum amount of shares that could be subscribed for upon payment of such amount. If the number of shares to be subscribed for pursuant to the Oversubscription Privilege is not specified and the amount enclosed or transmitted exceeds in aggregate Subscription Price for all shares represented by this Rights Certificate (the "Subscription Excess"), the Rights holder exercising this Rights Certificate shall be deemed to have exercised the Oversubscription Privilege to purchase, to the extent available, that number of whole shares of Common Stock equal to the quotient obtained by dividing the Subscription Excess by the Subscription Price, subject to the limit on the number of shares the Rights holder may purchase pursuant to the Oversubscription Privilege. To the extent any portion of the aggregate Subscription Price enclosed or transmitted remains after the foregoing procedures, such funds shall be mailed to the subscriber without interest or deduction as soon as practicable. Subscriber's Signature ___________________________________ Telephone No. ( ) ------------------------ 4 FORM 2 TO TRANSFER YOUR RIGHTS CERTIFICATE OR SOME OR ALL OF YOUR RIGHTS, OR TO EXERCISE OR SELL RIGHTS THROUGH YOUR BANK OR BROKER: For value received, Rights represented by this Rights Certificate are hereby assigned to (please print name and address and Taxpayer Identification Number or Social Security Number of transferee in full): Name: _________________________________ Address: _________________________________ _________________________________ _________________________________ _________________________________ Signature(s) of Transferee(s) Signatures Guaranteed by: __________________________________________ Proceeds from the sale of Rights may be subject to withholding of U.S. taxes unless the Seller's certified U.S. taxpayer identification number (or certificate regarding foreign state is on file with the Subscription Agent and the seller is not otherwise subject to U.S. backup withholding. 5 FORM 3 TO SELL SOME OR ALL OF YOUR UNEXERCISED RIGHTS THROUGH THE SUBSCRIPTION AGENT: The undersigned hereby authorizes the Subscription Agent to sell Rights represented by the Rights Certificate but not exercised thereby and to deliver to the undersigned a check for the proceeds, if any, from the sale thereof, less any applicable brokerage commissions, taxes or other direct expenses of sale. The Subscription Agent's obligation to execute orders is subject to its ability to find buyers for the Rights. __________________________________________ Subscriber's Signature In order to sell Rights through the Subscription Agent, you must complete and sign the substitute Form W-9 as provided in Section 8 of the instructions. 6 FORM 4 DELIVERY INSTRUCTIONS: Address for mailing of stock or new Subscription Certificate or any cash payment in accordance with the Prospectus if other than shown on this reverse hereof: Name: _________________________________ Address: _________________________________ _________________________________ _________________________________ 7