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EXHIBIT 4.1
Form of Subscription Certificate
_______________
CUSIP Number
_______________________________
Subscription Certificate Number
____________________________
Number of Rights Represented
Subscription Price: $5.20 per Share
[Name of Rights holder]
[Address Line 1]
[Address Line 2]
[Address Line 3]
MIDWAY AIRLINES CORPORATION
SUBSCRIPTION CERTIFICATE TO SUBSCRIBE FOR SHARES OF COMMON STOCK
FOR HOLDERS OF RECORD ON __________, 2000
_____________________
EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON ________, 2000,
UNLESS EXTENDED BY THE COMPANY.
Midway Airlines Corporation, a Delaware corporation (the "Company"),
is conducting a rights offering (the "Rights Offering") which entitles the
holders of the Company's common stock, $0.01 par value per share (the "Common
Stock"), as of the close of business on __________, 2000 (the "Record Date"), to
receive one (1) subscription 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 one (1) share of Common Stock (the "Basic
Subscription Privilege") at a subscription price of $5.20 per share (the
"Subscription Price"). The Company will issue up to 8,613,595 shares of Common
Stock pursuant to the Rights Offering.
If any shares of Common Stock are not purchased by the Rights holders
pursuant to such Rights holders' Basic Subscription Privileges (the "Excess
Shares"), any Rights holder fully exercising such Rights holder's Basic
Subscription Privilege may purchase an additional number of the Excess Shares
(the "Over-Subscription Privilege"), subject to the limit on the number of
Excess Shares that may be purchased described under the heading "The Rights
Offering--Over-Subscription Privilege" in the prospectus (the "Prospectus")
dated __________, 2000, if so specified by such Rights holder on Form 1 or on
separate instructions accompanying this Subscription Certificate delivered to
the Subscription Agent pursuant to the terms and conditions
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of the Rights Offering (or if the aggregate Subscription Price delivered or
transmitted by such Rights holder exceeds the aggregate Subscription Price for
all shares for which such Rights holder would be entitled to subscribe pursuant
to such Rights holder's Basic Subscription Privilege).
Set forth above is the number of Rights evidenced by this Subscription
Certificate that the Rights holder is entitled to exercise pursuant to such
Rights holder's Basic Subscription Privilege.
MIDWAY AIRLINES CORPORATION
By:________________________________
Robert F. Ferguson, III
Chairman of the Board
____________________________________
Secretary
Countersigned:
First Union National Bank
By:____________________________
Authorized Signature
For a more complete description of the terms and conditions of the
Rights Offering, please refer to the Prospectus, which is incorporated herein by
reference. Copies of the Prospectus are available upon request from Steven
Westberg, Executive Vice President and General Manager of the Company, at (919)
595-6000. Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Prospectus.
This Subscription Certificate must be received by the Subscription
Agent, First Union National Bank, or the guaranteed delivery requirements
described under the heading "The Rights Offering--Guaranteed Delivery
Procedures" must be complied with, with payment in full by 5:00 p.m., New York
City time, on __________, 2000, 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 expire and no longer be exercisable.
Any subscription for shares of Common Stock in the Rights Offering made hereby
is irrevocable, except as described in the Prospectus. The Subscription Agent
will issue certificates representing shares of Common Stock purchased pursuant
to the Rights Offering as soon as practicable following the Expiration Date.
Some or all of the Rights represented by this Subscription Certificate
may be exercised by
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duly completing Form 1. Rights holders are advised to review the Prospectus and
instructions, copies of which are available from Steven Westberg, Executive Vice
President and General Manager of the Company, at (919) 595-6000, before
exercising their Rights.
The registered owner whose name is inscribed hereon is entitled to
subscribe for shares of Common Stock upon the terms and subject to the
conditions set forth in the Prospectus and instructions relating to the use
hereof.
Rights holders should be aware that if they initially choose to
exercise less than all of their Rights, they may not receive a new Subscription
Certificate in sufficient time to exercise the remaining Rights evidenced
thereby.
This Subscription Certificate is not assignable or transferable.
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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 $5.20 = $_____ payment. (One Right needed to subscribe for one
share.)
(b) Number of shares subscribed for pursuant to the Over-Subscription Privilege
____ X $5.20 = $_____ payment.
By exercising this Over-Subscription Privilege, the undersigned Rights
holder hereby represents and certifies that the undersigned has fully
exercised its Basic Subscription Privilege received in respect of shares of
Common Stock held in the capacity described on the face of the Subscription
Certificate.
(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 "First Union National
Bank, as Subscription Agent"; or
[_] Wire transfer of immediately available funds directed to_______
ABA No.:_______________________________________________________
Account No.:___________________________________________________
(marked: Midway Airlines Corporation Subscription).
(d) If the Rights being exercised pursuant to the Basic Subscription Privilege
do not account for all of the Rights represented by the Subscription
Certificate (check only one):
[_] Deliver to the undersigned a new Subscription Certificate evidencing
the remaining unexercised Rights to which the undersigned is entitled.
[_] Do not deliver a new Subscription Certificate to the undersigned.
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(e) If Notice of Guaranteed Delivery procedures are being utilized:
[_] 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
__________________________________________________
* If the aggregate Subscription Price enclosed or transmitted is
insufficient to purchase the total number of shares of Common Stock
included in lines (a) and (b), or if the number of shares being subscribed
for is not specified, the Rights holder exercising this Subscription
Certificate shall be deemed to have subscribed for the maximum number of
shares of Common Stock that could be subscribed for with the aggregate
Subscription Price received. If the number of shares of Common Stock to be
subscribed for pursuant to the Over-Subscription Privilege is not specified
and the amount enclosed or transmitted exceeds the aggregate Subscription
Price for all shares which may be purchased pursuant to the Basic
Subscription Privilege represented by this Subscription Certificate (the
"Subscription Excess"), the Rights holder exercising this Subscription
Certificate shall be deemed to have exercised the Over-Subscription
Privilege to purchase, to the extent available, that number of shares of
Common Stock equal to the quotient obtained by dividing the Subscription
Excess by the Subscription Price (rounded down to the nearest whole
number), subject to the limit on the number of shares a Rights holder may
purchase pursuant to the Over-Subscription 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 Rights
holder without interest or deduction as soon as practicable after the
Expiration Date.
Rights holder's Signature(s) ____________________________
Rights holder's Signature(s) ____________________________
(If held jointly)
Telephone No. (___) ___-____
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FORM 2
DELIVERY INSTRUCTIONS: Address for mailing of Common Stock certificate in
accordance with the Prospectus if other than shown on the first page hereof:
Name: __________________________________________________________________________
Address: _______________________________________________________________________
Rights holder's Signature(s): __________________________________________________
Rights holder's Signature(s): __________________________________________________
(If held jointly)
Signatures Guaranteed by: ______________________________________________________
Eligible Institution
If the addressee above is not an Eligible Institution (as defined in the
"Instructions For Use of Midway Airlines Corporation Subscription Certificates")
or the Rights holder named on this Subscription Certificate, then the Rights
holder completing this Form 2 must have an Eligible Institution guarantee such
Rights holder's signature.
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