Exhibit 4.9
UNIVERSAL MONEY CENTERS, INC.
RIGHTS CERTIFICATE
VOID AFTER 5:00 P.M. CENTRAL DAYLIGHT TIME ON SEPTEMBER 11, 2000, UNLESS
EXTENDED BY THE COMPANY (THE "EXPIRATION DATE"). THIS RIGHTS CERTIFICATE IS NOT
TRANSFERABLE.
The owner named below is entitled to purchase from Universal Money Centers,
Inc. (the "Company"), shares of Common Stock, $.01 par value per share, of the
Company ("Shares"), at a subscription price of $.40 per Share (the "Subscription
Price"), upon exercise before the Expiration Date:
[ ]
Place Shareholder Label Here
[ ]
Each Right entitles the holder of record hereof ("Holder") to subscribe for
and purchase one Share at the Subscription Price under the Basic Subscription
Privilege. If the Holder exercises the Basic Subscription Privilege to the
fullest extent possible, the Holder has an Oversubscription Privilege to
purchase additional Shares to the extent such Shares are available after
exercise of the Basic Subscription Privilege. If sufficient Shares are not
available to fully satisfy all requests for Oversubscription, an allotment, as
described in the Prospectus, will be used to apportion the available Shares.
Upon presentation and surrender of this Rights Certificate with the
completed subscription Form 1 and substitute Form W-9 below duly executed, and
payment of the applicable Subscription Price of the purchased Shares, at the
office of Universal Money Centers, Inc., 6800 Squibb Road, Mission, Kansas
66202, Attention: Christopher D. Greek, the Holder shall be entitled to receive
a certificate representing the Shares so purchased. All Shares issued upon
exercise of the Rights Certificate, upon issuance, shall be fully paid and
non-assessable. The terms of the offering of Shares are set forth in the
Prospectus and incorporated herein by reference.
This Rights Certificate may be exercised only by a Holder residing in a
state in which the Company can lawfully offer and sell Shares purchasable upon
exercise. This Rights Certificate shall not entitle the Holder to any voting
rights or other rights as a shareholder of the Company. The required signatures
of representatives of the Company set forth below may be facsimiles or
reproductions of such representatives' signatures.
UNIVERSAL MONEY CENTERS, INC.
ATTEST: By:_______________________________________
David S. Bonsal
________________________________ President and Chief Executive Officer
Pamela A. Glenn
Secretary
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FORM 1 - TO SUBSCRIBE FOR SHARES*
One Right and the Subscription Price shown hereon are required to subscribe
for each Share, except pursuant to the Over-subscription Privilege as
described in the Prospectus.
(a) BASIC SUBSCRIPTION:
(No. of Shares Subscribed) (Subscription Price) = Payment
__________________ X [$________] = $_________
(b) OVERSUBSCRIPTION:
(No. of Shares Oversubscribed)(Subscription Price) = Payment
__________________ X [$________] = $_________
(c) PAYMENT: I hereby subscribe for Shares of Universal Money Centers, Inc.
upon the terms specified in the Prospectus.
Total Payable to ________ Universal Money Centers, Inc. enclosed . $_______
(d) SIGNATURE OF RIGHTS CERTIFICATE OWNERS:
____________________________________ _______________________________________
Signature Signature
____________________________________ _______________________________________
Print Name Print Name
TELEPHONE NUMBER: (___)____________ (day) (___)______________ (evening)
IMPORTANT: To prevent backup withholding on any payments to be
made to you by the Company, you are required to notify the
Subscription Agent of your correct taxpayer identification number
(which is either your social security number or employer
identification number) by completing the attached Substitute Form W-9
certifying that the taxpayer ID number provided on the Form is correct
(or that you are awaiting a taxpayer ID number).
Failure to provide the information on the attached Substitute
Form W-9 and to certify that you are not subject to backup withholding
may subject you to 31% federal income tax withholding on payments made
to you.
*RETURN RIGHTS CERTIFICATE
(INCLUDING ATTACHED Universal Money Centers, Inc.
SUBSTITUTE FORM W-9) TO: 6800 Squibb Road
Mission, Kansas 66202
Attention: Christopher D. Greek
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<PAGE>
SUBSTITUTE FORM W-9
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The holder of shares of Common Stock is required to give the holder's
taxpayer ID number (e.g., Social Security Number or Employer Identification
Number). If the shares are in more than one name or are not in the name of the
actual owner, consult the "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" on the reverse side for additional
guidance on which number to report.
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PAYER'S NAME: Universal Money Centers, Inc., Mission, Kansas
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Name(s) as shown on Stock Certificate (if jointly held, circle the name of the
person or entity whose number you enter in Part 1 below)
Name(s): ----------------------------------------------------------------
Address: ----------------------------------------------------------------
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City, State and Zip Code: ------------------------------------------------
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SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR
FORM W-9 TAXPAYER ID NUMBER IN THE ----------------------------------
SPACE AT RIGHT AND CERTIFY BY Social Security Number OR Employer
SIGNING AND DATING BELOW Identificationo Number
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Department Part 2 - I certify, under penalties of perjury, that a
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of the Treasury taxpayer identification number has not been issued to me, and
Internal Revenue that I mailed or delivered an application to receive a
Service taxpayer identification number to the appropriate Internal
Revenue Revenue Service Center or Social Security Administration
Service Office (or I intend to mail or deliver an application in
the near future). I understand that if I do not provide a
taxpayer identification number to the payer within 60 days,
the payer is required to withhold 31% of all reportable payments
made to me until I provide a number.
Awaiting taxpayer ID number
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CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY THAT THE
TAXPAYER IDENTIFICATION NUMBER PROVIDED ON THIS FORM IS MY
CORRECT TAXPAYER IDENTIFICATION NUMBER AND THAT I AM NOT SUBJECT
TO BACKUP WITHHOLDING, EITHER BECAUSE I HAVE NOT BEEN NOTIFIED
THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE
TO REPORT ALL INTEREST OR DIVIDENDS, OR BECAUSE THE INTERNAL
REVENUE SERVICES HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO
BACKUP WITHHOLDING*
SIGNATURE DATE
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*If you have been notified that you are subject to backup withholding due to
underreporting and have not received a notice from the Internal Revenue Service
advising you that backup withholding has terminated, you must strike out the
language certifying that you are not subject to backup withholding.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY REPORTABLE PAYMENTS MADE TO YOU.
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<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer.--Social Security numbers have nine digits separated by two hyphens; i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
For this type of account: Give the SOCIAL SECURITY number of:
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1. An Individual's account The individual
2. An account of two or more The actual owner of the account or,
individuals (joint account) if combined funds, the first
individual on the account1
3. Custodial account of a minor The minor2
(Uniform Gift to Minors Act)
4. a. The usual revocable trust
account (grantor is also trustee) The grantor-trustee1
b. So-called trust account that
is not a legal or valid trust
under state law The actual owner1
Give the EMPLOYER IDENTIFICATION
For this type of account: number of:
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5. Sole proprietorship account The owner3
6. A valid trust, estate or
pension trust Legal entity4
7. Corporate account The corporation
8. Partnership account The partnership
9. A broker or registered nominee The broker or nominee
Note: If no name is circled when there is more than one name, the number
will be considered to be that of the first name listed.
Obtaining a Number: If you don't have a taxpayer identification number or you
don't know your number, obtain Form SS-5, Application for a Social Security
Number Card, or Form SS-4, Application for Employer Identification Number, at
the local office of the Social Security Administration or the Internal Revenue
Service and apply for a number.
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1 List first and circle the name of the person whose number you provide.
2 Circle the minor's name and provide the minor's Social Security number.
3 Show the name of the owner.
4 List first and circle the name of the legal trust, estate, or pension trust.
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