1
EXHIBIT (a)(1)(ii)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
POLICY MANAGEMENT SYSTEMS CORPORATION
AT
$16.00 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED JUNE 28, 2000
OF
PATRIOT ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
COMPUTER SCIENCES CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME,
ON WEDNESDAY, JULY 26, 2000, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Hand: By Overnight Delivery:
ChaseMellon Shareholder Services, ChaseMellon Shareholder Services, ChaseMellon Shareholder Services,
L.L.C. L.L.C. L.L.C.
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 120 Broadway Avenue 85 Challenger Road
South Hackensack, NJ 07606 13th Floor Mail Stop--Reorg.
New York, New York 10271 Ridgefield Park, NJ 07660
By Facsimile Transmission: Confirmation Receipt of Facsimile by Telephone
(For Eligible Institutions Only) Only:
(201) 296-4293 (201) 296-4860
Delivery of this Letter of Transmittal to an address other than as set
forth above, or transmissions of instructions via a facsimile number other than
as set forth above, will not constitute a valid delivery. The instructions
accompanying this Letter of Transmittal should be read carefully before this
Letter of Transmittal is completed. You must sign this Letter of Transmittal in
the appropriate space provided therefor, with signature guarantee if required,
and complete the substitute form W-9 set forth below. See Instruction 9.
- --------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ----------------------------------------------------------------------------------------------------------
SHARE CERTIFICATE(S) AND SHARE(S) NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDERS(S)
TENDERED (ATTACH ADDITIONAL (PLEASE FILL IN, IF BLANK, EXACTLY AS
LIST IF NECESSARY) NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S))
- ----------------------------------------------------------------------------------------------------------
TOTAL NUMBER
SHARE OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARE(S)
NUMBER(S)* CERTIFICATE(S) TENDERED**
- ------------------------------------------
- ------------------------------------------
- ------------------------------------------
- ------------------------------------------
- ------------------------------------------
- ------------------------------------------
TOTAL SHARES
- --------------------------------------------------------------------------------
* Need not be completed by stockholders delivering by book-entry transfer.
** Unless otherwise indicated it will be assumed that all Shares evidenced
by any certificates delivered to the Depositary are being tendered. See
Instruction 4.
- --------------------------------------------------------------------------------
2
This Letter of Transmittal is to be completed by stockholders, either if
Share Certificates (as defined below) are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase, as referred to below) is
utilized, if tenders of Shares (as defined below) are to be made by book-entry
transfer into the account of ChaseMellon Shareholder Services, L.L.C., as
Depositary (the "Depositary"), at The Depositary Trust Company (the "Book-Entry
Transfer Facility") pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. Stockholders who tender Shares by book-entry transfer are
referred to herein as "Book-Entry Stockholders." Stockholders whose Share
Certificates are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in the Offer to Purchase), or who cannot
complete the procedure for book-entry transfer on a timely basis, must tender
their Shares according to the guaranteed delivery procedure set forth in Section
3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
SPECIAL TENDER INSTRUCTIONS
[ ] CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE 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:
-----------------------------------------------------------------------------
Transaction Code Number:
-----------------------------------------------------------------------------
[ ] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING
(PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):
Name(s) of Registered Owner(s):
-----------------------------------------------------------------------------
Window Ticket Number (if any):
-----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-------------------------------------------------------------------
Name of Institution that Guaranteed Delivery:
--------------------------------------------------------------------------
Account Number:
-----------------------------------------------------------------------------
Transaction Code Number:
-----------------------------------------------------------------------------
2
3
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 6
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Patriot Acquisition Corp., a South
Carolina corporation ("Purchaser") and a wholly owned subsidiary of Computer
Sciences Corporation, a Nevada corporation, the above described shares of common
stock, par value $0.01 per share (the "Shares" and the certificates representing
such Shares, the "Share Certificates") of Policy Management Systems Corporation,
a South Carolina corporation (the "Company"), at a price of $16.00 per Share,
net to the seller in cash, less any required withholding of taxes and without
the payment of interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated June 28, 2000 (the "Offer to Purchase"), receipt
of which is hereby acknowledged, and in this Letter of Transmittal (the "Letter
of Transmittal," which, together with the Offer to Purchase, as each may be
amended or supplemented from time to time, collectively constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Purchaser all
right, title and interest in and to all of the Shares that are being tendered
hereby and any and all dividends, distributions, rights, other Shares or other
securities issued, paid or distributed or issuable, payable or distributable in
respect of such Shares on or after June 28, 2000, and prior to the transfer to
the name of Purchaser (or a nominee or transferee of Purchaser) on the Company's
stock transfer records of the Shares tendered herewith (collectively, a
"Distribution"), and irrevocably appoints the Depositary the true and lawful
agent, attorney-in-fact and proxy of the undersigned with respect to such Shares
(and any Distribution), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest) to (a) deliver
such Share Certificates (and any Distribution) or transfer ownership of such
Shares (and any Distribution) on the account books maintained by the Book-Entry
Transfer Facility, together, in either case, with appropriate evidences of
transfer, to the Depositary for the account of Purchaser, (b) present such
Shares (and any Distribution) 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 any Distribution), all in accordance with the terms and
subject to the conditions of the Offer.
The undersigned irrevocably appoints designees of Purchaser as such
undersigned's agents, attorneys-in-fact and proxies, with full power of
substitution, to the full extent of the undersigned's rights with respect to the
Shares (and any Distribution) tendered by the undersigned and accepted for
payment by Purchaser. All such powers of attorney and proxies shall be
considered irrevocable and coupled with an interest. Such appointment will be
effective when, and only to the extent that, Purchaser accepts such Shares for
payment. Upon such acceptance for payment, all prior attorneys, proxies and
consents given by the undersigned with respect to such Shares (and any
Distribution) will be revoked without further action, and no subsequent powers
of attorney and proxies may be given nor any subsequent written consents
executed (and, if given or executed, will not be deemed effective). The
designees of Purchaser will, with respect to the Shares (and any Distribution)
for which such appointment is effective, be 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 Company stockholders or any adjournment or
postponement thereof, by written consent in lieu of any such meeting or
otherwise. Purchaser reserves the right to require that, in order for the Shares
to be deemed validly tendered, immediately upon Purchaser's acceptance of such
Shares, Purchaser must be able to exercise full voting rights with respect to
such Shares (and any Distribution), including, without limitation, voting at any
meeting of stockholders.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the undersigned's
Shares (and any Distribution) tendered hereby, and (b) when the Shares are
accepted for payment by Purchaser, Purchaser will acquire good, marketable and
unencumbered title to the Shares (and any Distribution), free and clear of all
liens, restrictions, charges and encumbrances, and the same will not be subject
to any adverse claim and will not have been transferred to Purchaser in
violation of any contractual or other restriction on the transfer thereof. The
undersigned, upon request, will 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 (and any Distribution) tendered
hereby. In addition, the undersigned shall promptly remit and transfer to the
Depositary for the account of Purchaser any and all Distributions in respect of
the Shares tendered hereby, accompanied by appropriate
3
4
documentation of transfer, and, pending such remittance or appropriate assurance
thereof, Purchaser will be, subject to applicable law, entitled to all rights
and privileges as owner of any such Distribution and may withhold the entire
purchase price or deduct from the purchase price the amount or value thereof, as
determined by Purchaser, in its sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and 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.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment by the Purchaser
pursuant to the Offer, may also be withdrawn at any time after August 26, 2000.
See Section 4 of the Offer to Purchase.
The undersigned understands that tenders of Shares pursuant to any of the
procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions set forth in the
Offer, including the undersigned's representation that the undersigned owns the
Shares being tendered.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or issue or return any
certificate(s) for Shares not tendered or not accepted for payment in the
name(s) of the registered holder(s) appearing under "Description of Shares
Tendered." Similarly, unless otherwise indicated herein under "Special Delivery
Instructions," please mail the check for the purchase price and/or any Share
Certificate(s) not tendered or not accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered." In the event that both the
"Special Delivery Instructions" and the "Special Payment Instructions" are
completed, please issue the check for the purchase price and/or any Share
Certificate(s) not tendered or accepted for payment in the name of, and deliver
such check and/or such Share Certificates to, the person or persons so
indicated. Unless otherwise indicated herein under "Special Payment
Instructions," please credit any Shares tendered herewith by book-entry transfer
that are not accepted for payment by crediting the account at the Book-Entry
Transfer Facility designated above. The undersigned recognizes that Purchaser
has no obligation, pursuant to the Special Payment Instructions, to transfer any
Shares from the name(s) of the registered holder(s) thereof if Purchaser does
not accept for payment any of the Shares so tendered.
[ ] CHECK HERE IF ANY SHARE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 11.
Number of Shares represented by lost, stolen or destroyed Share Certificates:
- ---------------------------
4
5
- ------------------------------------------------------------
- ------------------------------------------------------------
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 Share Certificate(s)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment
not tendered or not accepted for payment and/or the check for the purchase price of
and/or the check for the purchase price of Shares accepted for payment are to be sent to
Shares accepted for payment are to be issued someone other than the undersigned or to the
in the name of someone other than the undersigned at an address other than that
undersigned or if Shares tendered by shown above.
book-entry transfer that are not accepted for
payment are to be returned by credit to an Issue [ ] Check [ ] Share
account maintained at the Book-Entry Transfer Certificate(s) to:
Facility other than that designated above.
Name:
Issue [ ] Check [ ] Share (PLEASE PRINT)
Certificate(s) to:
Address:
Name:
(PLEASE PRINT)
Address:
(INCLUDE ZIP CODE)
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(INCLUDE ZIP CODE) (SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
[ ] Credit Shares tendered by book-entry
transfer that are not accepted for payment to
Depositary to the account set forth below:
(DEPOSITARY ACCOUNT NUMBER)
- ------------------------------------------------------------
- ------------------------------------------------------------
5
6
SIGN HERE
AND COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9
__
__
SIGNATURE(S) OF HOLDER(S)
(SEE GUARANTEE REQUIREMENT BELOW)
Dated: , 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s). If signed by person(s) to whom the Shares represented hereby
have been assigned or transferred as evidenced by endorsement or stock powers
transmitted herewith, the signatures must be guaranteed. If signature is by an
officer on behalf of a corporation or by an executor, administrator, trustee,
guardian, attorney, agent or any other person acting in a fiduciary or
representative capacity, please provide the following information. See
Instructions 2, 3 and 5.)
Name(s)
__
(PLEASE PRINT)
Capacity (full title) __
Address __
__
__
(ZIP CODE)
Area Code and Telephone Number
Tax Identification or Social Security Number
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1, 2 AND 5)
Authorized Signature
Name
(PLEASE PRINT)
Capacity (full title) __
Name of Firm
Address
__
__
(ZIP CODE)
Area Code and Telephone Number
Dated: ____________________________ , 2000
6
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal if: (a) this Letter of Transmittal is signed by the
registered holder(s) of Shares (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Shares) tendered herewith, unless
such holder(s) has completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions," or (b) such
Shares are tendered for the account of a firm which is a bank, broker, dealer,
credit union, savings association or other entity which is a member in good
standing 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 Medallion Signature Program (MSP), or any other "eligible guarantor
institution" (as defined in Rule 17Ad-15 under the Securities Exchange Act of
1934) (each of the foregoing, an "Eligible Institution"). In all other cases,
all signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5 of this Letter of Transmittal.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders either if Share Certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if tenders are to be made pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. Share Certificates evidencing tendered Shares, or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of Shares
into the Depositary's account at the Book-Entry Transfer Facility, as well as
this Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date. Stockholders
whose Share Certificates are not immediately available or who cannot deliver
their Share Certificates and all other required documents to the Depositary on
or prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis may tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery 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 made available by Purchaser, must
be received by the Depositary on or prior to the Expiration Date; and (c) the
Share Certificates (or a Book-Entry Confirmation) representing all tendered
Shares in proper form for transfer, in each case, together with this Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees (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 New York Stock Exchange trading
days after the date of execution of such Notice of Guaranteed Delivery. If Share
Certificates are forwarded separately in multiple deliveries to the Depositary,
a properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) must accompany each such delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF
DELIVERY IS 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. ALL TENDERING
STOCKHOLDERS, BY EXECUTION OF THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF
IF BY AN ELIGIBLE INSTITUTION), WAIVE ANY RIGHT TO RECEIVE ANY NOTICE OF THE
ACCEPTANCE OF THEIR SHARES FOR PAYMENT.
3. Inadequate Space. If the space provided herein is inadequate, the Share
Certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares evidenced by any Share Certificate
submitted are to be tendered, fill in the number of Shares which are to be
tendered in the box entitled "Number of Shares Tendered" in the "Description of
Shares Tendered." In such cases, new Share Certificates for the Shares that were
evidenced by your old Share Certificates, but were not tendered by you, will be
sent to you, unless otherwise provided in the appropriate box on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by Share Certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
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 Share Certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any of
the tendered Shares are registered in different names on several Share
Certificates, it will
7
8
be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of Share Certificates.
If this Letter of Transmittal or any Share Certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment is to be made to, or Share
Certificates for Shares not tendered or not purchased are to be issued in the
name of, a person other than the registered holder(s). In such latter case,
signatures on such Share 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 Share Certificate(s) listed, the Share
Certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear on
the Share Certificate(s). Signatures on such certificates or stock powers must
be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay any stock transfer taxes with respect to the transfer and
sale of Shares to it or its order pursuant to the Offer. If, however, payment of
the purchase price is to be made to, or if Share Certificates for Shares not
tendered or accepted for payment are to be registered in the name of, any person
other than the registered holder(s), or if tendered Share Certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such person) payable on account of the transfer
to such person will be deducted from the purchase price, unless satisfactory
evidence of the payment of such taxes or an exemption therefrom is submitted.
Except as otherwise provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificate(s) listed in this
Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or Share Certificates for Shares not tendered or not accepted
for payment are to be issued or returned to, a person other than the signer of
this Letter of Transmittal or if a check and/or such Share Certificates are to
be returned to a person other than the person(s) signing this Letter of
Transmittal or to an address other than that shown in this Letter of
Transmittal, the appropriate boxes on this Letter of Transmittal must be
completed. A Book-Entry Stockholder may request that Shares not accepted for
payment be credited to such account maintained at the Book-Entry Transfer
Facility as such Book-Entry Stockholder may designate under "Special Payment
Instructions." If no such instructions are given, such Shares not accepted for
payment will be returned by crediting the account at the Book-Entry Transfer
Facility designated above.
8. Waiver of Conditions. Subject to the terms and conditions of the Merger
Agreement (as defined in the Offer to Purchase), the conditions of the Offer may
be waived by Purchaser in whole or in part at any time and from time to time in
its sole discretion.
9. 31% Backup Withholding; Substitute Form W-9. Under U.S. federal income
tax law, a stockholder whose tendered Shares are accepted for payment pursuant
to the Offer is required to provide the Depositary with such stockholder's
correct taxpayer identification number ("TIN") on Substitute Form W-9 and to
certify that the TIN provided on Substitute Form W-9 is correct (or that such
stockholder is awaiting a TIN). If such stockholder is an individual, the TIN is
his or her social security number. If the Depositary is not provided with the
correct TIN, such stockholder may be subject to a $50 penalty imposed by the
Internal Revenue Service and payments that are made to such stockholder with
respect to Shares pursuant to the Offer may be subject to backup withholding
(see below).
A stockholder who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if such stockholder has applied for a number or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder must also complete the "Certificate of Awaiting Taxpayer
Identification Number" below in order to avoid backup withholding. If the box is
checked, payments made will be subject to backup withholding unless the
stockholder has furnished the Depositary with his or her TIN within 60 days. A
stockholder who checks the box in Part 3 in lieu of furnishing such
stockholder's TIN should furnish the Depositary with such stockholder's TIN as
soon as it is received.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
In order for a foreign individual to qualify as an exempt recipient, that
stockholder must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status (Form W-8). Forms for such
statements can be obtained from the Depositary. Stockholders are urged to
consult their own tax advisors to determine whether they are exempt from these
backup withholding and reporting requirements.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments to be made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding
8
9
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained by filing a tax return with the
Internal Revenue Service. The Depositary cannot refund amounts withheld by
reason of backup withholding.
10. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase, this Letter of Transmittal and the Notice of
Guaranteed Delivery also may be obtained from the Information Agent or from
brokers, dealers, commercial banks or trust companies.
11. Lost, Destroyed or Stolen Certificates. If any Share Certificate has
been lost, destroyed or stolen, the stockholder should promptly notify the
Depositary. The stockholder then will be instructed as to the steps that must be
taken in order to replace the Share Certificate. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost or
destroyed Share Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER
WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER OR THE NOTICE OF
GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
9
10
- --------------------------------------------------------------------------------
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.:
- --------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9
Social Security Number OR
Employer Identification
Number
--------------------------
- --------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
- --------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out
item (2) above if you have been notified by the IRS
that you are subject to backup withholding because
of under-reporting interest or dividends on your tax
return. However, if after being notified by the IRS
that you were subject to backup withholding you
received another notification from the IRS stating
that you are no longer subject to backup
withholding, do not cross out such item (2).
Signature
Name Date:________________
(Please Print)
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.'S REQUEST
FOR
TAXPAYER IDENTIFICATION
NUMBER ("TIN")
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM 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. YOU MUST COMPLETE
THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF 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 (a) 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 (b) 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
payments made to me will be withheld.
Signature Date
--------------------------------- , 2000
- --------------------------------------------------------------------------------
Questions and requests for assistance may be directed to the Information
Agent or Dealer Manager at their respective addresses and telephone numbers set
forth below. Additional copies of the Offer to Purchase, this Letter of
Transmittal or other related tender offer materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust companies.
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, NY 10022
Call Collect (212) 754-8000
Banks and Brokerage Firms, Please Call:
(800) 662-5200
STOCKHOLDERS PLEASE CALL: (800) 566-9061
THE DEALER MANAGER FOR THE OFFER IS:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000 (Call Collect)
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT THE
RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW
PART 3 --
PART 2 -- CERTIFICATION --
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer
Awaiting TIN [ ]
Identification Number (or I am
waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because (a) I am
exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "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.