LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
FUNCO, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 16, 2000
BY
B&N ACQUISITION CORPORATION,
A WHOLLY-OWNED INDIRECT SUBSIDIARY
OF
BARNES & NOBLE, INC.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, JUNE 13, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
THE BANK OF NEW YORK
BY MAIL: BY FACSIMILE TRANSMISSION:
Tender & Exchange Department (For Eligible Institutions Only)
P.O. Box 11248 (212) 815-6213
Church Street Station For Confirmation Telephone:
New York, New York 10286-1248 (800) 507-9357
BY HAND OR OVERNIGHT COURIER:
Tender & Exchange Department
101 Barclay Street
Receive and Deliver Window
New York, New York 10286
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE
ONE SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used either if certificates for Shares
(as defined below) are to be forwarded herewith or, unless an Agent's Message
(as defined in the Offer to Purchase, as defined below) is utilized, if delivery
of Shares is to be made by book-entry transfer to the Depositary's account at
the Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant
to the procedures set forth in Section 3 of the Offer to Purchase. DELIVERY OF
DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
Shareholders who cannot deliver their Shares and all other documents
required hereby to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) or the expiration of any Subsequent Offering Period (as
defined in the Offer to Purchase), or who cannot complete the procedures for
delivery by book-entry transfer on a timely basis, must tender their Shares
pursuant to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase. See Instruction 2.
DESCRIPTION OF SHARES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDERS(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE SHARES TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
TOTAL SHARES:
* NEED NOT BE COMPLETED BY SHAREHOLDERS TENDERING BY BOOK-ENTRY TRANSFER.
** UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES REPRESENTED
BY ANY CERTIFICATES DELIVERED TO THE DEPOSITARY ARE BEING TENDERED. SEE
INSTRUCTION 4. IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11.
/ / CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN. SEE
INSTRUCTION 11.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: ____________________________________________
Account Number at The Depository Trust Company: ___________________________
Transaction Code Number: __________________________________________________
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY, ENCLOSE A PHOTOCOPY
OF SUCH NOTICE AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ___________________________________________
Window Ticket No. (if any): _______________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Institution that Guaranteed Delivery: _____________________________
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to B&N Acquisition Corporation, a Minnesota
corporation ("Purchaser") and a wholly-owned indirect subsidiary of Barnes &
Noble, Inc., a Delaware corporation ("Parent"), the above described shares of
common stock, par value $.01 per share (the "Common Stock"), of Funco, Inc., a
Minnesota corporation (the "Company"), pursuant to Purchaser's offer to purchase
all outstanding shares of Common Stock (the "Shares") at a price of $24.75 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated May 16, 2000
(the "Offer to Purchase"), and this Letter of Transmittal (which, together with
any amendments or supplements thereto or hereto, constitute the "Offer").
Receipt of the Offer is hereby acknowledged.
Upon the terms and subject to the terms and conditions of the Offer and
effective upon acceptance for payment of, and payment for, the Shares tendered
herewith, the undersigned hereby sells, assigns and transfers to, or upon the
order of, Purchaser all right, title and interest in and to all Shares tendered
hereby (and any and all other Shares or other securities or rights issued or
issuable in respect thereof) and appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares (and
all such other Shares or securities or rights), with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to the full extent of the undersigned's rights with respect to such
Shares (and any such other Shares or securities or rights) to (a) deliver
certificates for such Shares (and all such other Shares or securities or
rights), or transfer ownership of such Shares (and all such other Shares or
securities or rights) on the account books maintained by the Book-Entry Transfer
Facility, together, in any such case, with all accompanying evidences of
transfer and authenticity to, or upon the order of, Purchaser, (b) present such
Shares (and all such other Shares or securities or rights) for transfer on the
books of the Company and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares (and all such other Shares or
securities or rights), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints Purchaser, its officers and its designees, and each of them, as the
shareholder's attorneys-in-fact and proxies, each with full power of
substitution, to the full extent of such shareholder's rights with respect to
the Shares tendered hereby (and with respect to any and all other Shares or
other securities or rights issued or issuable in respect thereof). All such
powers of attorney and proxies are irrevocable and coupled with an interest in
the Shares tendered hereby that have been accepted for payment. Such acceptance
for payment shall revoke all prior powers of attorney and proxies given by the
undersigned with respect to the Shares (and such other Shares and securities or
rights), and no subsequent powers of attorney, proxies or written consents may
be given or executed by the undersigned (and if given or executed will not be
deemed effective). Purchaser, its officers and its designees are, with respect
to the Shares tendered hereby (and such other Shares and securities or rights),
empowered to exercise all voting and other rights of the undersigned as they, in
their sole discretion, may deem proper at any annual or special meeting of the
Company's shareholders or any adjournment or postponement thereof, by written
consent in lieu of any such meeting or otherwise. In order for Shares to be
deemed validly tendered hereby, immediately upon Purchaser's payment for such
Shares, Purchaser must be able to exercise full voting rights with respect to
such Shares and other securities or rights, including voting at any meeting of
shareholders or acting by written consent without a meeting.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any and all other Shares or other securities or rights
issued or issuable in respect thereof), (b) the undersigned owns the Shares
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) the tender
of the tendered Shares complies with Rule 14e-4 under the Exchange Act and
(d) when the same are accepted for payment by Purchaser, Purchaser will acquire
good and unencumbered title thereto, free and clear of all liens, restrictions,
charges, claims and encumbrances and not subject to any adverse claim. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby (and all such
other Shares or securities or rights).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
3
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer.
The undersigned understands that the Offer is conditioned upon, among other
things, (i) there being validly tendered and not withdrawn prior to the
expiration of the Offer a number of Shares which, together with the Shares then
owned, directly or indirectly, by Parent or Purchaser, would represent at least
51% of the total voting power of the outstanding securities of the Company
entitled to vote in the election of directors or in a merger, calculated on a
fully diluted basis, on the date of purchase and (ii) the expiration or
termination of any applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
Unless otherwise indicated in the box below entitled "Special Payment
Instructions," please issue the check for the purchase price of any Shares
purchased, and return any Shares not tendered or not purchased, in the
name(s) of the undersigned (and, in the case of Shares tendered by book-entry
transfer, by credit to the account at the Book-Entry Transfer Facility
designated above). Similarly, unless otherwise indicated in the box below
entitled "Special Delivery Instructions," please mail the check for the purchase
price of any Shares purchased and any certificates for Shares not tendered or
not purchased (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
boxes below entitled "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for the purchase price of
any Shares purchased and return any Shares not tendered or not purchased in the
name(s) of, and mail said check and any certificates to, the person(s) so
indicated. The undersigned recognizes that Purchaser has no obligation to
transfer any Shares from the name of the registered holder(s) thereof pursuant
to the box below entitled "Special Payment Instructions," if Purchaser does not
accept for payment any of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of To be completed ONLY if the check for the purchase price of
Shares purchased (less the amount of any federal income and Shares purchased (less the amount of any federal income and
backup withholding tax required to be withheld) or backup withholding tax required to be withheld) or
certificates for Shares not tendered or not purchased are to certificates for Shares not tendered or not purchased are to
be issued in the name of someone other than the undersigned. be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown below the
Issue: / / Check undersigned's signature(s).
/ / Share Certificate(s) to:
Mail: / / Check
/ / Share Certificate(s) to:
Name(s): Name(s):
---------------------------------------------------- ----------------------------------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address: Address:
---------------------------------------------------- ----------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
- ------------------------------------------------------------ ------------------------------------------------------------
(TAXPAYER IDENTIFICATION NO.) (TAXPAYER IDENTIFICATION NO.)
4
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SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNER(S))
Dated: , 2000
--------------
Name(s):
------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title):
----------------------------------------------------------
Address:
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ( )
--------- -------------------------------------
Taxpayer Identification or Social Security No.:
---------------------------------
(SEE SUBSTITUTE FORM W-9)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer of a corporation or other person
acting in a fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED; SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE
IN SPACE BELOW.
Authorized Signature:
-----------------------------------------------------------
Name(s):
------------------------------------------------------------------------
(PLEASE PRINT)
Title:
--------------------------------------------------------------------------
Name of Firm:
-------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ( )
--------- -------------------------------------
Dated: , 2000
------------
- --------------------------------------------------------------------------------
5
TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS (SEE INSTRUCTION 9)
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PAYER'S NAME: THE BANK OF NEW YORK
- ------------------------------------------------------------------------------------------------------------------------------------
PART 1--Please provide your TIN in the box |
SUBSTITUTE at right and certify by signing and dating |
below. |
|
FORM W-9 |
|
Department of the Treasury | ---------------------------------------
Internal Revenue Service | Social Security Number(s) or
| Employer Identification Number(s)
Payer's Request for |
Taxpayer Identification |
Number ("TIN") |
|
- ------------------------------------------------------------------------------------------------------------------------------------
PART 2--Certification--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 for me), and | PART 3--
| Awaiting TIN / /
(2) I am not subject to backup withholding because: (a) I am exempt from backu |
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. |
|
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been |
notified by the IRS that you are currently subject to backup withholding because |
of underreporting interest or dividends on your tax return. |
- ----------------------------------------------------------------------------------------|
SIGNATURE DATE , 2000
------------------------------------------- --------------
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
reportable cash payments made to me will be withheld until I provide a taxpayer
identification number.
, 2000
-------------------------------- ---------------------------------
SIGNATURE DATE
- --------------------------------------------------------------------------------
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificate for Shares and any other
required documents should be sent or delivered by each shareholder of the
Company or such shareholder's broker, dealer, commercial bank, trust company or
other nominee to the Depositary at its address set forth above.
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Signatures on a Letter of Transmittal need not
be guaranteed if (a) the Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this Instruction, includes any
participant in the Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of the Shares) of the Shares tendered herewith and
such holder has not completed the boxes entitled "Special Payment Instructions"
or "Special Delivery Instructions" on the Letter of Transmittal or (b) such
Shares are tendered for the account of an Eligible Institution (as defined
below). See Instruction 5 below. Except as otherwise provided in the preceding
sentence, all signatures on a Letter of Transmittal must be guaranteed by a
financial institution (such as a bank, savings and loan association or brokerage
house) that is a member of a recognized Medallion Program approved by The
Securities Transfer Association Inc., including the Securities Transfer Agents
Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the
New York Stock Exchange, Inc. Medallion Signature Program (MSP) (each an
"Eligible Institution").
2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal
is to be used either if certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if delivery of Shares is to be made by book-entry
transfer pursuant to the procedures set forth in Section 3 of the Offer to
Purchase. Certificates for all physically delivered Shares, or a confirmation of
a book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of all Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof or, in the case of
a book-entry transfer, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary at its address
set forth on the front page of this Letter of Transmittal by the Expiration Date
or the expiration of any Subsequent Offering Period.
Shareholders who cannot deliver their Shares and all other required
documents to the Depositary by the Expiration Date or the expiration of any
Subsequent Offering Period, or who cannot complete the procedure for book-entry
transfer on a timely basis, must tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure: (a) such tender must be made by or through an Eligible
Institution, (b) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by Purchaser must be received by the
Depositary by the Expiration Date or the expiration of any Subsequent Offering
Period, and (c) the certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof or, in the case of a book-entry delivery, an Agent's Message) and any
other documents required by this Letter of Transmittal, must be received by the
Depositary within three (3) trading days after the date of execution of such
Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to
Purchase. A "trading day" is any day on which The Nasdaq National Market is open
for business. If Share certificates are forwarded separately to the Depositary,
a properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT THE SOLE OPTION AND RISK OF THE TENDERING SHAREHOLDER AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE
CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF CERTIFICATES FOR
SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal (or
a facsimile thereof), the tendering shareholder waives any right to receive any
notice of the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto and referenced in the box entitled "Description of
Shares Tendered."
4. Partial Tenders (not applicable to shareholders who tender by book-entry
transfer). If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares which are to
be tendered in the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as
promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
7
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby is held of record by two or more
persons, all such persons must sign this Letter of Transmittal. If any of the
Shares tendered hereby are registered in different names on different
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made, or Shares not
tendered or not purchased are to be returned, in the name of any person other
than the registered holder(s). SIGNATURES ON ANY SUCH CERTIFICATES OR STOCK
POWERS MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and submit evidence satisfactory to
Purchaser of the authority of such person so to act.
6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be returned in the name of, any
person other than the registered holder(s), or if a transfer tax is imposed for
any reason other than the sale or transfer of Shares to Purchaser pursuant to
the Offer, then the amount of any stock transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes, or
exemption therefrom, is submitted herewith.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. Special Payment and Delivery Instructions. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or not
purchased are to be returned, in the name of a person other than the person(s)
signing this Letter of Transmittal or if the check or any certificates for
Shares not tendered or not purchased are to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. Shareholders tendering
Shares by book-entry transfer may request that Shares not purchased be credited
to such account at the Book-Entry Transfer Facility as such shareholder may
designate in the box entitled "Special Payment Instructions." If no such
instructions are given, any such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.
8. Waiver of Conditions. Subject to the Merger Agreement (as defined in the
Offer to Purchase), Purchaser reserves the absolute right in its sole discretion
to waive, at any time or from time to time, any of the specified conditions of
the Offer, in whole or in part, in the case of any Shares tendered.
9. Backup Withholding. UNDER THE FEDERAL INCOME TAX LAWS, THE DEPOSITARY
WILL BE REQUIRED TO WITHHOLD 31% OF THE AMOUNT OF ANY PAYMENTS MADE TO CERTAIN
SHAREHOLDERS PURSUANT TO THE OFFER. IN ORDER TO AVOID SUCH BACKUP WITHHOLDING,
EACH TENDERING SHAREHOLDER, AND, IF APPLICABLE, EACH OTHER PAYEE, MUST PROVIDE
THE DEPOSITARY WITH SUCH SHAREHOLDER'S OR PAYEE'S CORRECT TAXPAYER
IDENTIFICATION NUMBER AND CERTIFY THAT SUCH SHAREHOLDER OR PAYEE IS NOT SUBJECT
TO SUCH BACKUP WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 SET FORTH
ABOVE.
In general, if a shareholder or payee is an individual, the taxpayer
identification number is the Social Security number of such individual. If the
Depositary is not provided with the correct taxpayer identification number, the
shareholder or payee may be subject to a $50 penalty imposed by the Internal
Revenue Service. Certain shareholders or payees (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order to satisfy the Depositary that
a foreign individual qualifies as an exempt recipient, such shareholder or payee
must submit a statement, signed under penalties of perjury, attesting to that
individual's exempt status. Such statements can be obtained from the Depositary.
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if Shares are held in
8
more than one name), consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.
If the tendering shareholder has not been issued a taxpayer identification
number and has applied for a taxpayer identification number or intends to apply
for a taxpayer indentification number in the near future, such shareholder
should write "Applied For" in the space provided for the taxpayer identification
number in Part 1 of the Substitute Form W-9, check the box in Part 3 thereof and
sign and date the Substitute Form W-9, and the shareholder or other payee must
also complete the Certificate of Awaiting Taxpayer Identification Number in
order to avoid backup withholding. Notwithstanding whether that the Certificate
of Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified
taxpayer identification number is provided to the Depositary. However, such
amounts will be refunded to such shareholder if a taxpayer identification number
is provided to the Depositary within 60 days.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 31% of the amount of any payments made pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained provided that the required information is furnished to
the Internal Revenue Service.
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
10. Requests for Assistance or Additional Copies. Requests for assistance
or additional copies of the Offer to Purchase and this Letter of Transmittal may
be obtained from the Information Agent at its address or telephone number set
forth below.
11. Lost, Destroyed or Stolen Certificates. If any certificate representing
Shares has been lost, destroyed or stolen, the shareholder should promptly
contact Norwest Bank Minnesota, N.A., Shareowner Services, which is the
Company's transfer agent, by calling (800) 468-9716. The shareholder will then
be instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
certificates have been followed.
Questions or requests for assistance or additional copies of the Offer to
Purchase and this Letter of Transmittal may be directed to the Information Agent
at its address and telephone number set forth below. Shareholders may also
contact their broker, dealer, commercial bank or trust company for assistance
concerning the Offer.
The Information Agent for the Offer is:
[MacKenzie Partners, Inc. logo]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
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