RIGHTS CERTIFICATE NUMBER: R NUMBER OF RIGHTS:
CUSIP: [ ]
ACORN PRODUCTS, INC.
A DELAWARE CORPORATION
THE TERMS AND CONDITIONS FOR THE DISTRIBUTION OF RIGHTS ARE
SET FORTH IN THE RIGHTS AGREEMENT BETWEEN ACORN PRODUCTS, INC. (THE "COMPANY")
AND AMERICAN STOCK TRANSFER & TRUST COMPANY AND THE COMPANY'S PROSPECTUS DATED
NOVEMBER 21, 2002 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.
COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE RIGHTS AGENT OR THE
COMPANY. CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL HAVE THE
MEANINGS ASCRIBED TO SUCH TERMS IN THE PROSPECTUS.
THIS RIGHTS CERTIFICATE MUST BE RECEIVED BY THE RIGHTS AGENT WITH PAYMENT IN
FULL BEFORE 5:00 P.M. NEW YORK TIME ON DECEMBER 23, 2002 (THE "EXPIRATION
The rights ("Rights") represented by this Rights Certificate may be exercised,
in whole or in part, by duly completing Form 1A. Before exercising Rights,
Rights Holders are urged to read carefully and in their entirety the Prospectus
and Instructions on the reverse side of this Certificate.
IMPORTANT: ALSO COMPLETE FORM 1B (INSTRUCTIONS FOR DELIVERY TO DIFFERENT
ADDRESS) (IF APPLICABLE) AND FORM 1C (METHOD OF PAYMENT).
Evidencing Rights to Purchase [__] Common Shares of Acorn Products, Inc.
Subscription Price: $5.00 per Right
THE RIGHTS WILL BE VALUELESS IF NOT EXERCISED ON OR BEFORE DECEMBER 23, 2002, AT
5:00 P.M., NEW YORK TIME, UNLESS OTHERWISE EXTENDED.
RECORD HOLDER [___________]
THIS IS TO CERTIFY THAT the record holder named above, or its assigns, is
entitled to subscribe on or before the Expiration Date, for Common Shares of
Acorn Products, Inc., a Delaware corporation (the "Company"), on the terms and
conditions specified in the Prospectus, by exercising the Rights represented by
this Certificate. Each full Right, accompanied by payment of $5.00, will entitle
the holder to purchase one Common Share of the Company. The Rights represented
by this Rights Certificate may be exercised by completing Form 1A and any other
appropriate forms on the reverse side of this Certificate.
Prior to due presentment for registration of transfer hereof, the Company and
the Rights Agent may deem and treat the Registered Holder as the absolute owner
hereof and of each Right represented hereby (notwithstanding any notations of
ownership or writing hereon made by anyone other than a duly authorized officer
of the Company or the Rights Agent) for all purposes and shall not be affected
by any notice to the contrary.
This Rights Certificate is not valid unless countersigned by the Rights Agent.
IN WITNESS WHEREOF, the Company has caused this Rights Certificate to be duly
executed, manually or in facsimile, by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
ACORN PRODUCTS, INC.
Dated: ____________________ By: ______________________________
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Rights Agent
[REVERSE OF CERTIFICATE]
ACORN PRODUCTS, INC.
RETURN TO RIGHTS AGENT
by mail, overnight or hand delivery to:
American Stock Transfer & Trust Company
59 Maiden Lane, Plaza Level
New York, New York 10038
EXERCISE AND SUBSCRIPTION
THE EXPIRATION DATE OF THIS RIGHTS CERTIFICATE IS DECEMBER 23, 2002
at 5:00 P.M. NEW YORK TIME
FORM 1A - SUBSCRIPTION
I hereby subscribe for the following Rights, upon the terms specified in the
No. of Rights Price Payment
[________] x $5.00 = [________________]
(THIS FULL AMOUNT, PAYABLE TO THE ORDER OF AMERICAN STOCK TRANSFER & TRUST
COMPANY MUST ACCOMPANY THE SUBSCRIPTION.)
Subscriber's Signature Telephone No. (including area code)
(IF FORM 1B IS BEING COMPLETED, A SIGNATURE GUARANTEE WILL BE REQUIRED)
Signature Guaranteed By:
IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor
institution (bank, stock broker, savings & loan association and credit union)
with membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15.
FORM 1B - DELIVERY TO DIFFERENT ADDRESS
INSTRUCTIONS FOR DELIVERY TO DIFFERENT ADDRESS
If you wish for the Shares underlying your Rights represented by the Rights
Certificate, to be delivered to an address different from that shown on the face
of this Rights Certificate, please enter the address below. SIGNATURE GUARANTEE
WILL BE REQUIRED IN FORM 1A.
FORM 1C - METHOD OF PAYMENT
METHOD OF PAYMENT (CHECK ONE)
__ Uncertified check drawn on a bank located in the United States payable
to the order of American Stock Transfer & Trust Company. Funds paid by
an uncertified check may take at least five business days to clear.
Accordingly, Rights holders who pay the exercise price with an
uncertified check must make payment sufficiently in advance of the
Expiration Date to ensure that the check is received and clears by the
Expiration Date. The company will not consider any payment by check to
have been made until the check clears.
__ Certified check or bank check drawn on a U.S. bank payable to the order
of American Stock Transfer & Trust Company.
__ Wire transfer directed to the account maintained by the American Stock
Transfer & Trust Company at the Chase Manhattan Bank, Account No.
IF THE AMOUNT ENCLOSED OR TRANSMITTED IS NOT SUFFICIENT TO PAY THE SUBSCRIPTION
PRICE FOR ALL OF THE RIGHTS EXERCISED, OR IF THE NUMBER OF RIGHTS TO BE
EXERCISED IS NOT SPECIFIED, THE HOLDER WILL BE DEEMED TO HAVE SUBSCRIBED FOR THE
MAXIMUM NUMBER OF RIGHTS THAT COULD BE SUBSCRIBED FOR THE AMOUNT ENCLOSED OR
TO SUBSCRIBE USE OF FORMS 1A, 1B AND 1C
To subscribe, fill in Forms 1A, 1B (if applicable), and 1C on your Rights
Certificate and sign on the line marked "Subscriber's Signature."
Each Right entitles its holder to purchase one Common Share for a Subscription
Price of $5.00.
Full payment of the Subscription Price must accompany the Rights Certificate and
may come via wire transfer or check drawn by a bank located in the United States
payable to the order of American Stock Transfer & Trust Company.
NOTE: You may choose to exercise fewer Rights than the maximum number of Rights
to which you are entitled, as represented by the Rights Certificate. To do this,
follow the instructions for Form 1A using only the number of Rights for which
you wish to subscribe.