Exhibit 99
SUBSCRIPTION AGREEMENT
Firstar Trust Company
Corporate Trust Services
Attention: Xxxxxx Xxxxxx
0000 Xxxxx XxxxxXxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
The undersigned ("Subscriber") hereby acknowledges receipt of
the Prospectus relating to the offer by Swing-N-Slide Corp. (the
"Company") of an aggregate $3,333,333 principal amount (the "Maximum
Offering Amount") of the Company's 10% Convertible Subordinated Debentures
due February 15, 2004 (the "Debentures"). Under the terms and conditions
set forth in the Prospectus, each stockholder of the Company other than
GreenGrass Holdings (an "Other Stockholder") is entitled to purchase
Debentures in the principal amount of up to his, her or its pro rata
portion of the Maximum Offering Amount, determined by multiplying the
Maximum Offering Amount by a fraction, the numerator of which is the
number of shares of Common Stock owned by the Other Stockholder as of June
27, 1996 (the "Record Date") and the denominator of which is 2,416,536
(the total number of shares of Common Stock owned by all Other
Stockholders as of the Record Date), rounded down to the nearest dollar.
Under the terms and conditions set forth in the Prospectus, the
principal amount of Debentures which the Subscriber is entitled to
purchase is as follows:
Maximum Offering Amount: $3,333,333
multiplied by X
Number of Shares Owned by Subscriber
as of the Record Date: __________
divided by
Total Number of Shares Owned by All Other
Stockholders As of the Record Date: 2,416,536
equals =
Principal Amount Offered to Subscriber,
Rounded Down to Nearest Dollar: $__________
Under the terms and conditions set forth in the Prospectus, the
Subscriber hereby irrevocably commits to purchase and subscribes for the
principal amount of Debentures set forth below, at a purchase price equal
to 100% of the principal amount of such Debentures, or the aggregate
purchase price set forth below:
Principal Amount of Debentures Which Subscriber
Commits to Purchase (not to exceed $______): $__________
multiplied by X
Purchase Price at 100% of the principal amount: 100%
equals =
Aggregate Purchase Price of Debentures Purchased: $__________
THIS SUBSCRIPTION AGREEMENT MUST BE RETURNED TO FIRSTAR TRUST
COMPANY (THE "SUBSCRIPTION AGENT"), CORPORATE TRUST SERVICES, ATTENTION:
XXXXXX XXXXXX, 0000 XXXXX XXXXXXXXXXX XXXXX, XXXXX 000, XXXXXXXXX,
XXXXXXXXX 00000, BY 5:00 P.M., CENTRAL DAYLIGHT TIME, ON JUNE 9, 1998 (THE
"EXPIRATION DATE"). PAYMENT IN FULL OF THE PURCHASE PRICE (THE "PURCHASE
PRICE") FOR THE PRINCIPAL AMOUNT OF DEBENTURES SUBSCRIBED FOR MUST BE MADE
TOGETHER WITH THE RETURN OF THIS SUBSCRIPTION AGREEMENT.
Payment may be made only by (a) check or bank draft drawn upon a
U.S. bank, or postal, telegraphic or express money order, payable to
Swing-N-Slide Corp., or (b) wire transfer of funds to the account
maintained by the Subscription Agent for the purpose of accepting
subscriptions, or (c) a combination of the foregoing. The Purchase Price
will be deemed to have been received by the Subscription Agent only upon
(i) clearance of any uncertified check, (ii) receipt by the Subscription
Agent of any certified check or bank draft drawn upon a U.S. bank or any
postal, telegraphic or express money order, or (iii) receipt of collected
funds in the Subscription Agent's account designated above.
THE METHOD OF DELIVERY OF THE SUBSCRIPTION AGREEMENT AND PAYMENT
OF THE PURCHASE PRICE TO THE SUBSCRIPTION AGENT ARE AT THE ELECTION AND
RISK OF THE SUBSCRIBER. IF SENT BY MAIL, THE SUBSCRIBER IS URGED TO SEND
THE SUBSCRIPTION AGREEMENT AND PAYMENTS BY REGISTERED MAIL, PROPERLY
INSURED, WITH RETURN RECEIPT REQUESTED, AND IS URGED TO ALLOW A SUFFICIENT
NUMBER OF DAYS TO ENSURE DELIVERY TO THE SUBSCRIPTION AGENT AND CLEARANCE
OF PAYMENT PRIOR TO THE EXPIRATION TIME.
IF PAYING BY UNCERTIFIED PERSONAL CHECK, PLEASE NOTE THAT THE
FUNDS PAID THEREBY MAY TAKE AT LEAST FIVE (5) BUSINESS DAYS TO CLEAR.
ACCORDINGLY, IF THE SUBSCRIBER WISHES TO PAY THE PURCHASE PRICE BY MEANS
OF UNCERTIFIED PERSONAL CHECK, THE SUBSCRIBER IS URGED TO MAKE PAYMENT
SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT SUCH PAYMENT
IS RECEIVED AND CLEARS BY SUCH TIME, AND IS URGED TO CONSIDER IN THE
ALTERNATIVE PAYMENT BY MEANS OF CERTIFIED OR CASHIER'S CHECK, MONEY ORDER
OR WIRE TRANSFER OF FUNDS.
For further information about the offering of Debentures, please
refer to the Prospectus or contact Xxxxxxx X. Xxxxxxx, Vice President-
Finance, Swing-N-Slide Corp., 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx
00000, phone number (000) 000-0000.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement as of the date set forth below.
Dated: _________________, 1998
_____________________________
Signature
(Must be signed exactly as name appears on stock certificate or on
security position listing.)
Print Name: ____________________________________
Address: ____________________________________
____________________________________
____________________________________
Telephone Number: ____________________________________
