EX-4.3 2 dex43.htm FORM OF SUBSCRIPTION RIGHTS CERTIFICATE

Form of Subscription Rights Certificate

Exhibit 4.3

TEJON RANCH CO. LETTER OF TRANSMITTAL - SUBSCRIPTION FORM

Investor ID Number

THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Tejon Ranch Co. is conducting a rights offering (the “Rights Offering”) which entitles the holders of shares of the Company’s stock (the “Stock” ), as of the close of business on May 21, 2010 (the “Record Date”) to receive one Right (each, a “Right”) for each share of Stock held of record on the Record Date. Holders of Rights are entitled to subscribe for and purchase XX share(s) of Stock for every Right (the “Basic Subscription Right”) at a subscription price of $23.00 per share. Holders who elect to exercise their basic subscription privilege in full may also subscribe for additional shares at the same subscription price per share. If an insufficient number of shares are available to satisfy fully oversubscription requests the available shares will be distributed proportionally among rights holders who exercise their oversubscription privilege.

For a more complete description of the terms and conditions of the Rights Offering, please refer to the Prospectus dated May 21, 2010 (the “Prospectus”), which is incorporated herein by reference. Copies of the Prospectus are available upon request from BNY Mellon Shareowner Services [INSERT X].

I hereby irrevocably subscribe for the number of shares indicated on the from upon the terms and conditions specified in the Prospectus relating thereto. Receipt of the Prospectus is hereby acknowledged.

Please complete the back if you would like to transfer ownership or request special mailing.

1 Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears on the certificate(s)

or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.

X

Signature of Shareholder Date Daytime Telephone #

X

Signature of Shareholder Date Daytime Telephone #

PLEASE CERTIFY YOUR TAXPAYER IDENTIFICATION NUMBER (TIN) BY COMPLETING THE INFORMATION IN BOX NUMBER 6 ON THE REVERSE SIDE.

SEE INSTRUCTIONS ON THE REVERSE SIDE

2 BASIC SHARES TO SUBSCRIBE

WHOLE SHARES

3 OVER SUBSCRIPTION FOR SHARES

WHOLE SHARES

4 RIGHTS OFFER FOR SALE

WHOLE SHARES

ENCLOSED IS MY CHECK FOR $

5 SUBSCRIPTION CERTIFICATE NUMBER CUSIP NUMBER

BASIC SHARES TO SUBSCRIBE RIGHTS RECORD DATE SHARES

SUBSCRIPTION TEJON FOR RANCH RIGHTS CO. OFFERING RECORD DATE

A. Number of Shares subscribed for through the basic subscription privilege (not to exceed one Share for each Right held): Shares

B. Number of Shares subscribed for through the over subscription privilege (No limit, except basic subscription must be fully exercised): Shares

C. Total Subscription Price (sum lines A and B multiplied by $23.00): $

D. Method of Payment:

Certified or Cashier’s check or money order payable to BNY Mellon Shareowner Services (acting on behalf of The Bank of New York Mellon.)

HOW TO CONTACT BNY MELLON SHAREOWNER SERVICES

By Telephone – 9 a.m. to 6 p.m. New York Time, Monday through Friday, except for bank holidays:

From within the U.S., Canada or Puerto Rico

1-866-300-2898 (Toll Free)

From outside the U.S.

1-201-680-6579 (Collect)

SUBSCRIPTION TO PURCHASE SHARES OF TEJON RANCH CO.

RETURN TO: THE BANK OF NEW YORK MELLON C/O BNY MELLON SHAREOWNER SERVICES

WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS

By Mail: By Overnight Courier or By Hand

BNY Melon Shareowner Services BNY Melon Shareowner Services

Attn: Corporate Action Dept., Attn: Corporate Action Dept., 27th Floor

P.O. Box 3301480 Washington Boulevard

South Hackensack, NJ 07606 Jersey City, NJ 07310

THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 14, 2010 AND THIS SUBSCRIPTION CERTIFICATE IS VOID

THEREAFTER.

6 SUBSTITUTE FORM Internal W-9 Revenue – Department Service of the Treasury,

Payer’s Request for Taxpayer Identification Number (TIN)

Part 1 – PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER (“TIN”) IN THE BOX AT THE RIGHT AND

CERTIFY BY SIGNING AND DATING BELOW

FILL IN the space below.

Under penalties of perjury. I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup with holding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (including a U.S. resident alien).

EXEMPT PAYEE

Please check appropriate box:

Individual/Sole proprietor

Corporation Partnership

Limited liability company

Enter the tax classification D=disregarded entity

C=corporation P=partnership

Other

Signature Date

7 Special Transfer Instructions and Signature Guarantee Medallion

If you want your Tejon Ranch Co. stock and any refund check to be issued in another name, fill in this section with the information for the new account name.

Name (Please Print First, Middle & Last Name) (Title of Officer Signing this Guarantee)

Address (Number and Street) (Name of Guarantor - Please Print)

(City, State & Zip Code) (Address of Guarantor Firm)

(Tax Identification Number)

8 Special Mailing Instructions

Fill in ONLY if mailing to someone other than the undersigned or to the undersigned at an

address other than that shown on the front of this card.

Mail certificate(s) and check(s) to:

Name (Please Print First, Middle & Last Name)

Address (Number and Street)

(City, State & Zip Code)

COMPLETE ALL APPLICABLE SECTIONS OF THIS FORM USING THE INSTRUCTIONS BELOW.

1 Sign and date Box 1 and include your day time phone number.

2 Place an X in the box and fill in the number of whole shares you wish to subscribe for under your basic subscription privileges.

3 Place an X in the box and fill in the number of whole shares you wish to over subscribe for your over subscription privileges.

(No limit, except basic subscription must be fully exercised).

4 Place an X in the box and fill in the number of rights you wish to offer for sale.

5 Rights card and calculation section for determining your basic/oversubscription privileges.

6 PLEASE SIGN IN BOX 6 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer. If the Taxpayer ID or Social Security Number is incorrect or blank, write the corrected number in Box 6 and sign to certify.

Please note that BNY Mellon Shareowner Services may withhold 28% of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number is not certified on our records. If you are a non - U.S. Taxpayer, please complete and return form W-8BEN.

7 If you want your Tejon Ranch Co. stock and any refund check to be issued in another name, complete the Special Transfer Instructions in Box 7. Signature(s) in Box 7 must be medallion guaranteed.

8 Fill in Box 8 if, mailing to someone other than the undersigned or to the undersigned at an address other than that shown on the front of this card.

THIS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF THE STATES IN THE UNITED STATES. RESIDENTS OR OTHER JURISDICTIONS MAY NOT PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEY CERTIFY THAT THEIR PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS OF SUCH JURISDICTIONS.

THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 14, 2010 AND THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER.