EXHIBIT 99(B)
THIS WARRANT IS A GLOBAL WARRANT WITHIN THE MEANING OF THE WARRANT AGREEMENT
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
WARRANTS IN CERTIFICATED FORM, THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS WARRANT IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY WARRANT ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No. R-
CUSIP No.
GLOBAL WARRANT CERTIFICATE
Representing up to Euro Currency Warrants
Expiring February , 2002
XXXXXXX XXXXX & CO., INC.
This certifies that CEDE & Co. or registered assigns is the
registered Holder of Euro Currency Warrants Expiring February , 2002 (the
"Warrants") or such lesser amount as is indicated in the records of Citibank,
N.A., as Warrant Agent. Each Warrant entitles the beneficial owner thereof,
subject to the provisions contained herein and in the Warrant Agreement
referred to below, to receive from Xxxxxxx Xxxxx & Co., Inc. (the "Company")
the cash settlement amount, if any, (the "Cash Settlement Amount") specified
in Section 2.02(d) of the Warrant Agreement. The Holder hereof shall not be
entitled to any interest on any Cash Settlement Amount to which it is
otherwise entitled (unless the Company shall default in the payment of such
Cash Settlement Amount). The Warrants will be automatically exercised on the
earlier of (i) the fourth scheduled Business Day immediately preceding
February , 2002 (the "Exercise Date"), or (ii) the Business Day immediately
preceding the Warrants' delisting, the imposition of a permanent trading
suspension on trading of Warrants or if certain events in bankruptcy,
insolvency or reorganization involving the Company occur. Such occurrences are
further described below and as provided in the Warrant Agreement.
The Cash Settlement Amount with respect to this Euro Currency Warrant
equals:
Spot Value-Strike Value
U.S.$50 X --------------------------
Strike Value
provided, however, that in no event will the Cash Settlement Amount
be less than zero. The Spot Value will be determined by Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, (the "Calculation Agent"), and will equal the bid
rate of the U.S. Dollar per Euro in the interbank market as reported on
Reuters Group PLC ("Reuters") on page FXFX at approximately 3:00 p.m. London
time on the Exercise Date. However, if the USD/EUR Rate is not so quoted on
the Exercise Date, the Spot Value will be the exchange rate between Euro and
U.S. Dollars, based on the noon buying rate in The City of New York for cable
transfers in foreign currencies as announced by the Federal Reserve Bank of
New York for customs purposes (the "Noon Buying Rate"). If the Noon Buying
Rate is not so announced on the Exercise Date, then the Spot Value will be
calculated on the basis of the arithmetic mean of the applicable spot
quotations received by the Calculation Agent at approximately 3:00 p.m. London
time on the relevant date for the purchase or sale by the Reference Dealers of
the Reference Amount for settlement two Business Days later. If fewer than two
Reference Dealers provide such spot quotations, then the Spot Value will be
calculated on the basis of the arithmetic mean of the applicable spot
quotations received by the Calculation Agent at approximately 3:00 p.m. London
time on the relevant date from three other leading commercial banks in The
City of New York (selected in the sole discretion of the Calculation Agent),
for the sale by such banks of the Reference Amount for settlement two Business
Days later. If such spot quotations are available from fewer than three such
banks, then such spot quotation or quotations as the Calculation Agent, in its
sole discretion, shall determine are reasonable and available will be used. If
no such spot quotation is available, the Spot Value will be such rate as the
Calculation Agent, in its sole discretion, determines to be fair and
reasonable under the circumstances at approximately 3:00 p.m., London time, on
the relevant date.
References herein to "Euro" or "EUR" are to the lawful currency of
the member states of the European Union that adopt the single currency in
accordance with the treaty establishing the European Community as amended by
the Treaty on European Union, and references to "Dollars", "U.S.$", "$" or
"USD" are to the currency of the United States of America.
The term "Business Day", as used herein, means any day other than a
Saturday or Sunday or a day on which commercial banks in The City of New York
are required or authorized by law or executive order to be closed.
"Reference Amount" is U.S.$ .
"Reference Dealers", as used herein, means Citibank, N.A., Deutsche
Bank Securities, Inc. and The Chase Manhattan Bank, or their successors.
The Cash Settlement Amount, if necessary, will be rounded to the
nearest cent, with one-half cent being rounded upwards.
All determinations made by the Calculation Agent, shall be at the
Calculation Agent's sole discretion and, absent a manifest error, shall be
conclusive for all purposes and binding on the Company and the beneficial
owners of the Warrants.
This Global Warrant Certificate is issued under and in accordance
with the Warrant Agreement, dated as of , 2000 (the "Warrant Agreement"),
between the Company and the Warrant Agent, and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions all beneficial owners of the Warrants evidenced by this Global
Warrant Certificate and the Holder of this Global Warrant Certificate consent
by acceptance hereof by the Depositary (as defined below). Copies of the
Warrant Agreement are on file at the Warrant Agent office of the Warrant Agent
in The City of New York. Except as provided in the Warrant Agreement,
beneficial owners of the Warrants evidenced by this Global Warrant Certificate
shall not be entitled to receive definitive Warrants evidencing their
Warrants. Warrants shall be held through a depositary selected by the Company
which initially is The Depository Trust Company (the "Depositary", which term,
as used herein, includes any successor depositary selected by the Company as
further provided in the Warrant Agreement).
Capitalized terms included herein but not defined herein have the
same meaning assigned thereto in the Warrant Agreement.
Subject to the provisions hereof and of the Warrant Agreement, each
Warrant evidenced hereby will expire on the Expiration Date. The Warrants are
not exercisable at the option of the holder. The Warrants will be
automatically exercised on the earlier of (i) the fourth scheduled Business
Day prior to the Expiration Date (the "Exercise Date") or, (ii) in the case of
delisting or a trading suspension, on the Delisting Date or in the case of
certain events in bankruptcy, insolvency or reorganization, on the Business
Day immediately preceding such date (the "Early Expiration Date").
The Warrant Agent will obtain the Cash Settlement Amount on the
Exercise Date from the Calculation Agent and will pay the Cash Settlement
Amount of the Warrants to the Depositary on the Expiration Date and, if
February , 2002 is not a Business Day, on the next succeeding Business Day. If
the Warrants are delisted or there is a trading suspension and the Warrants
are not simultaneously accepted for listing on another national securities
exchange, the Warrant Agent will pay the Cash Settlement Amount of the
Warrants to the Depositary on the fifth Business Day following the Delisting
Date or Early Expiration Date, as applicable. The Company shall advise the
Warrant Agent of the date of any expected delisting or permanent suspension of
trading of the Warrants as soon as is practicable and shall immediately inform
the Warrant Agent after the Company has received notice that such delisting or
suspension has occurred and that the Warrants are not accepted for listing on
another national securities exchange, but in no event will such notice be
given to the Warrant Agent later than 5:00 P.M., New York City time, on the
Business Day preceding the date that such delisting or suspension occurs.
The Company, the Warrant Agent and any agent of the Company or the
Warrant Agent may deem and treat the registered owner hereof as the absolute
owner of the Warrants evidenced hereby (notwithstanding any notation of
ownership or other writing hereon) for any purpose and as the person entitled
to exercise the rights represented by the Warrants evidenced hereby, and
neither the Company nor the Warrant Agent nor any agent of the Company or the
Warrant Agent shall be affected by any notice to the contrary, subject to
certain provisions of the Warrant Agreement, except that the Company and the
Warrant Agent shall be entitled to rely on and act pursuant to instructions of
Depositary Participants as contemplated herein and in the Warrant Agreement.
Subject to the terms of the Warrant Agreement and certain
restrictions set forth above, upon due presentment for registration of
transfer of this Global Warrant Certificate at the Warrant Agent Office of the
Warrant Agent in New York City, the Company shall execute and the Warrant
Agent shall authenticate and deliver in the name of the designated transferee
a new Global Warrant Certificate of like tenor and evidencing a like number of
Warrants as evidenced by this Global Warrant Certificate at the time of such
registration of transfer, which shall be issued to the designated transferee
in exchange for this Global Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge.
This Global Warrant Certificate and the Warrant Agreement are subject
to amendment as provided in the Warrant Agreement.
This Global Warrant Certificate shall not be valid or obligatory for
any purpose until authenticated by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
XXXXXXX XXXXX & CO., INC.
By _____________________________
Treasurer
[SEAL] Attest _________________________
Secretary
This is one of the Warrants
referred to in the within-mentioned
Warrant Agreement:
CITIBANK, N.A. as Warrant Agent
By _________________________
Authorized Officer
Date: , 2000
Form of Transfer of Global Warrant Certificate
Citibank, N.A., as Warrant Agent
Corporate Trust Services
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
, the registered Holder of the Global Warrant Certificate
representing all Xxxxxxx Xxxxx & Co., Inc. Euro Currency Warrants, Expiring
February , 2002, hereby requests the transfer of such Global Warrant
Certificate to
[NAME OF REGISTERED HOLDER]
Dated:
By:
