EXHIBIT (a)(1)(B)
LETTER OF TRANSMITTAL
TO
TENDER LIMITED PARTNERSHIP UNITS
OF
AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
AT
$400 NET PER UNIT
(INCREASED PRICE)
PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 18, 2001,
AS AMENDED AND SUPPLEMENTED ON OCTOBER 31, 2001
BY
ARVP ACQUISITION, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN
TIME, ON THURSDAY, NOVEMBER 15, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
ALPINE FIDUCIARY SERVICES, INC.
<Table>
By Mail: By Hand: By Overnight Delivery:
c/o Georgeson Shareholder c/o Georgeson Shareholder c/o Georgeson Shareholder
Communications Inc. Communications Inc. Communications Inc.
P.O. Box 2065 17 State Street, 28th Floor 111 Commerce Road
South Hackensack, NJ 07606-9974 New York, NY 10004 Carlstadt, NJ 07072
Attention: Mark Zimkind Attention: Reorg Department
</Table>
By Facsimile Transmission:
(201) 460-2889
Confirmation Receipt of Facsimile by Telephone Only:
(201) 896-5648
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OTHER THAN AS SET
FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
--------------------------------------------------------------------------------
<Table>
DESCRIPTION OF UNITS TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS YOUR NAME(S) APPEAR(S)
ON
THE RECORDS OF THE PARTNERSHIP. IF YOU HAVE A QUESTION AS TO
HOW YOUR NAME(S) APPEAR(S) ON THE RECORDS OF THE
PARTNERSHIP, PLEASE CALL THE INFORMATION AGENT.)
----------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF NUMBER OF UNITS
UNITS HELD TENDERED*
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL UNITS TENDERED:
----------------------------------------------------------------------------------------------------------------------
* Unless otherwise indicated, you will be deemed to have
tendered the total number of Units held by you. See
Instruction 4.
</Table>
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to ARVP Acquisition, L.P. (the "Purchaser"),
a California limited partnership, which is wholly-owned by ARV Assisted Living,
Inc., the General Partner of American Retirement Villas Properties III, L.P., a
California limited partnership (the "Partnership"), the above-described Limited
Partnership Units (the "Units") of the Partnership, at a net cash price of $400
per Unit, without interest, reduced by the amount of distributions per Unit, if
any, made by the Partnership from the date of the original Offer to Purchase
until the date on which the Purchaser purchases the Units tendered pursuant
hereto (the "Offer Price"), upon the terms and subject to the conditions set
forth in the Purchaser's Offer to Purchase dated October 18, 2001, as amended
and supplemented on October 31, 2001 (the "Offer to Purchase") and this Letter
of Transmittal (which, together with any further amendments or supplements
thereto or hereto, collectively constitute the "Offer"), receipt of which is
hereby acknowledged.
Upon the terms of the Offer, subject to, and effective upon, acceptance for
payment of, and payment for, the Units tendered hereby in accordance with the
terms of the Offer, the undersigned hereby sells, assigns and transfers to, or
upon the order of, the Purchaser all right, title and interest in and to all the
Units that are being tendered hereby (and any and all distributions in respect
thereof (collectively, the "Distributions")).
The undersigned hereby irrevocably appoints the Purchaser, or any of the
Purchaser's designees, the undersigned's true and lawful attorney-in-fact and
proxy, with full power of substitution, to the full extent of the undersigned's
rights with respect to the Units tendered hereby and accepted for payment by
Purchaser, to (a) present such Units (and any Distributions) for transfer on the
Partnership's records and (b) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Units (and any Distributions), all in
accordance with the terms of the Offer. All such proxies will be considered
coupled with an interest in the tendered Units, are irrevocable and are granted
in consideration of, and are effective upon, the Purchaser's acceptance for
payment of the Units in accordance with the terms of the Offer. Upon acceptance
for payment, all prior powers of attorney and proxies given by the undersigned
with respect to the Units (and any Distributions) will, without further action,
be revoked, and no subsequent powers of attorney and proxies may be given (and,
if given, will be without force or effect). The Purchaser's designees will, with
respect to the Units for which the appointment is effective, be empowered to
exercise all the undersigned's voting and other rights as such designees in
their sole discretion may deem proper at any meeting of the Partnership or any
adjournment or postponement thereof. In order for Units to be deemed validly
tendered, immediately upon the Purchaser's acceptance for payment of the Units,
the Purchaser or the Purchaser's designees must be able to exercise full voting
rights with respect to the Units, including voting at any meeting of the
Partnership's unitholders.
If the Partnership declares or pays a Distribution on the Units, then,
subject to the provisions contained in the Offer to Purchase, the Offer Price
will be reduced by the amount of any such Distribution, and such Distribution
will be required to be promptly remitted and transferred by each tendering
unitholder to the Depositary for the account of the Purchaser, accompanied by
appropriate documentation of transfer. Pending such remittance and subject to
applicable law, the Purchaser will be entitled to all rights and privileges as
owner of any such Distribution and may withhold the entire Offer Price or deduct
from the Offer Price the amount or value thereof, as determined by the Purchaser
in its sole discretion.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered Units
(and any Distributions), and, when the same are accepted for payment by the
Purchaser, the Purchaser will acquire good title thereto, free and clear of all
liens, restrictions, claims and encumbrances and the same will not be subject to
any adverse claim. The undersigned will, upon request, execute any additional
documents deemed by the Depositary or the Purchaser to be necessary or desirable
to complete the sale, assignment and transfer of the tendered Units (and any
Distributions).
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable; provided,
however, Units tendered pursuant to the Offer may be withdrawn in the manner set
forth in the Offer to Purchase, at any time prior to the Expiration Date.
The undersigned understands that the valid tender of Units pursuant to any
of the procedures contained in "THE TENDER OFFER -- Procedures for Accepting the
Offer and Tendering Units" of the Offer to Purchase and in the Instructions
hereto will constitute a binding agreement between the undersigned and the
Purchaser upon the terms and subject to the conditions of the Offer. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, the Purchaser may not be required to accept for payment any of the
Units tendered hereby.
2
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the Offer Price in the name(s) of the registered
holder(s) appearing under "Description of Units Tendered." Similarly, unless
otherwise indicated herein under "Special Delivery Instructions," please mail
the check for the Offer Price and/or send notification regarding any Units not
accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Units
Tendered." If both the "Special Delivery Instructions" and the "Special Payment
Instructions" are completed, please issue the check for the Offer Price in the
name of, and deliver such check and/or notification (and any accompanying
documents, as appropriate) to, the person or persons so indicated.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Offer Price of Units accepted for
payment is to be issued in the name of someone other than the undersigned.
Issue Check to:
Name: --------------------------------------------------------------------------
(PLEASE PRINT)
Address: -----------------------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
(INCLUDE ZIP CODE)
----------------------------------------------------------
(EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if notification regarding any Units not accepted for
payment and/or the check for the Offer Price of Units accepted for payment
are/is to be sent to someone other than the undersigned or to the undersigned at
an address other than that above.
Mail: [ ] Check [ ] Notification to:
Name: --------------------------------------------------------------------------
(PLEASE PRINT)
Address: -----------------------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
(INCLUDE ZIP CODE)
----------------------------------------------------------
(EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
SIGN HERE TO TENDER YOUR UNITS
(ALSO COMPLETE SUBSTITUTE FORM W-9 ON THE OTHER SIDE OF THIS FORM)
X
--------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
DATED __________________ , 2001
(Must be signed by registered holder(s) as name(s) appear(s) on the records of
the Partnership or by person(s) authorized to become registered holder(s) by
documents transmitted herewith. If signature is by trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or others
acting in a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)
Name(s)
--------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title)
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No.
--------------------------------------------------------------------------------
Employer Identification or Social Security No.
--------------------------------------------------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED, SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
--------------------------------------------------------------------------------
Name
--------------------------------------------------------------------------------
(PLEASE PRINT)
Title
--------------------------------------------------------------------------------
Name of Firm
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No.
--------------------------------------------------------------------------------
Dated
--------------------------------------------------------------------------------
3
SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
REQUESTOR
Alpine Fiduciary Services, Inc.
17 State Street
New York, NY 10004
--------------------------------------------------------------------------------
NAME (SEE GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9)
--------------------------------------------------------------------------------
BUSINESS NAME, IF DIFFERENT FROM ABOVE (SEE GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9)
--------------------------------------------------------------------------------
I am a(n): __ Individual/Sole
Proprietor __ Corporation __ Partnership __ Other ____________________
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ADDRESS (NUMBER, STREET, AND APT. OR SUITE NO.)
--------------------------------------------------------------------------------
CITY, STATE AND ZIP CODE
<Table>
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PART 1 -- TAXPAYER IDENTIFICATION NUMBER
------------------------------------------------------------------------------------------------------------------
Enter your social security number OR employer Social Security Number
identification number in the appropriate box. For --------------------------------------------------------
individuals, this is your social security number (SSN). Employer Identification Number
However, for a nonresident alien, sole proprietor, or
disregarded entity, see the Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9. For other entities, it is your
employer identification number (EIN). If you do not
have a number, see the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.
------------------------------------------------------------------------------------------------------------------
</Table>
PART 2 -- EXEMPT PAYEES
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For U.S. Payees Exempt from Backup Withholding ____________________
<Table>
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PART 3 -- 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 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 (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. person (including a U.S. resident alien).
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SIGN SIGNATURE OF
HERE U.S. PERSON DATE
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</Table>
4
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 (a) if this Letter of Transmittal is signed by the
registered holder(s) of Units tendered herewith, unless such registered
holder(s) has completed either the box entitled "Special Payment Instructions"
or the box entitled "Special Delivery Instructions" on the Letter of Transmittal
or (b) if such Units are tendered for the account of a financial institution
(including most commercial banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program
(an "Eligible Institution"). In all other cases, all signatures on this Letter
of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
The most convenient place to get a medallion guaranty is your bank.
Generally, banks require that you have an open account and a valid ID to give a
medallion guaranty.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by all tendering unitholders. For a unitholder validly to tender Units pursuant
to the Offer, the Depositary must receive at one of its addresses set forth
herein, on or prior to the Expiration Date (as defined in the Offer to
Purchase), (a) this Letter of Transmittal (or a facsimile hereof), properly
completed and duly executed, together with any required signature guarantees,
and (b) any other documents required by this Letter of Transmittal.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE ELECTION AND SOLE RISK OF THE TENDERING UNITHOLDER. UNITS
WILL BE DEEMED DELIVERED ONLY UPON ACTUAL RECEIPT OF THIS LETTER OF TRANSMITTAL
(AND ALL OTHER REQUIRED DOCUMENTS) BY THE DEPOSITARY. 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 Units will be purchased. All tendering holders, by execution of this
Letter of Transmittal (or a facsimile thereof), waive any right to receive any
notice of the acceptance of their Units for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
number of Units should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS. If fewer than all the Units are to be tendered, fill
in the number of Units that are to be tendered in the box entitled "Number of
Units Tendered." All Units listed in the column "Total Number of Units Held"
will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL. If this Letter of Transmittal is
signed by the registered holder of the Units tendered hereby, the signature must
correspond with the name as it appears on the records of the Partnership without
any change whatsoever.
If any of the Units tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Units appear in the records of the Partnership in different
names, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different recordations.
If this Letter of Transmittal is 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 the Purchaser of
their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
the Units listed and transmitted hereby, no further documents are required with
respect to such Units.
If Units appear in the records of the Partnership in the name of a person
other than the signer of this Letter of Transmittal, or if payment is to be
made, or notification regarding any Units not accepted for payment is to be
given, to a person other than the person appearing in the records of the
Partnership as the holder of the Units tendered, this Letter of
5
Transmittal must be accompanied by appropriate transfer documents, signed
exactly as the name or names of the holder or holders appear on the records of
the Partnership, with the signatures on the transfer documents guaranteed as
aforesaid by an Eligible Institution. See Instruction 1.
6. TRANSFER TAXES. The Purchaser will pay any transfer taxes with respect
to the transfer and sale of Units to it or its order pursuant to the Offer. If,
however, payment of the Offer Price is to be made to any person(s) other than
the person(s) appearing on the records of the Partnership as the holder(s), or
if tendered Units appear in the records of the Partnership in the name of any
person(s) other than the person(s) signing this Letter of Transmittal, the
amount of any transfer taxes (whether imposed on the record holder(s) or such
person(s)) payable on account of the transfer to such person(s) will be deducted
from the Offer Price, unless satisfactory evidence of the payment of such taxes
or exemption therefrom is submitted.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, and/or notification regarding any Units not accepted for payment
is to be given to, a person other than the signer of this Letter of Transmittal,
or if a check is to be sent to a person other than the signer of this Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed.
8. DEFECTS AND WAIVER OF CONDITIONS. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a Letter of
Transmittal will be determined by the Purchaser and the determinations will be
final and binding. The Purchaser's interpretation of the terms of the Offer
(including these instructions) will be final and binding. The Purchaser will
have the right to waive any defects or conditions as to the manner of tendering.
Any defects in connection with tenders, unless waived, must be cured within such
time as the Purchaser will determine. This Letter of Transmittal will not be
valid until all defects have been cured or waived. Neither the Purchaser, the
Depositary, nor any other person is under any duty to give notification of
defects in a Letter of Transmittal and will incur no liability for failure to
give notification.
9. BACKUP WITHHOLDING. In order to avoid backup withholding of U.S.
federal income tax on payments of cash pursuant to the Offer, a unitholder
surrendering Units in the Offer must, unless an exemption applies, provide the
Depositary with such unitholder's correct taxpayer identification number ("TIN")
on Substitute Form W-9 included as part of this Letter of Transmittal and
certify under penalties of perjury that such TIN is correct and that such
unitholder is not subject to backup withholding. If a unitholder does not
provide such unitholder's correct TIN or fails to provide the certifications
described above, the Internal Revenue Service (the "IRS") may impose a penalty
on such unitholder and payment of cash to such unitholder pursuant to the Offer
may be subject to backup withholding of 30.5%. All unitholders surrendering
Units pursuant to the Offer should complete and sign the main signature form and
the Substitute Form W-9 to provide the information and certification necessary
to avoid backup withholding (unless an applicable exemption exists and is proved
in a manner satisfactory to the Purchaser and the Depositary).
Backup withholding is not an additional tax. Rather, the amount of the
backup withholding is credited against the U.S. federal income tax liability of
the person subject to the backup withholding. If backup withholding results in
an overpayment of tax, a refund can be obtained by the unitholder upon filing an
income tax return.
The unitholder is required to give the Depositary the tax identification
number, ie, the social security number or employer identification number (the
"TIN") of the record owner of the Units. When determining the TIN to be
furnished, please refer to the following as a guide:
Individual Accounts -- registered owner's social security number
Joint Accounts -- social security number of registered owner whose name
appears first
Trust Accounts -- TIN assigned to the Trust
IRA Custodial Accounts -- TIN of the Custodian (not necessary to provide)
Custodial Accounts for the Benefit of Minors -- social security number of
the minor
Corporations, Partnership or Other Business Entity -- TIN assigned to the
entity
If the tendering unitholder has not been issued a TIN and has applied for a
TIN or intends to apply for TIN in the near future, the unitholder should
contact the Depositary, toll free, at (800) 223-2064, and the Depositary will
provide the
6
unitholder with the appropriate forms. Consult the "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" enclosed with the
original Offer materials for additional guidance on which number to report.
The certification in Part 3 of the Substitute Form W-9 may be given if the
tendering unitholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. Notwithstanding that the
certification in Part 3 is given, if the tendering unitholder has not been
issued a TIN, the Depositary will withhold 30.5% on all payments made prior to
the time a properly certified TIN is provided to the Depositary.
Certain unitholders are not subject to backup withholding. Noncorporate
foreign unitholders should complete and sign the main signature form and a Form
W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding) or W-8ECI (Certificate of Foreign Person's Claim for Exemption from
Withholding on Income Effectively Connected With the Conduct of a Trade or
Business in the United States), as applicable, in order to avoid backup
withholding. A copy of either of these forms may be obtained from the
Depositary. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance may be directed to Georgeson Shareholder Communications Inc. as
the Information Agent, at its address listed below. Additional copies of the
Offer to Purchase, this Letter of Transmittal and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
obtained from the Information Agent or from brokers, dealers, banks, trust
companies or other nominees.
IMPORTANT: IN ORDER FOR UNITS TO BE VALIDLY TENDERED PURSUANT TO THE OFFER,
THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY COMPLETED AND DULY
EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND ANY OTHER
DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL, MUST BE RECEIVED BY THE
DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY COMPLETED AND
DULY EXECUTED WITH ANY REQUIRED SIGNATURE GUARANTEES, TOGETHER WITH ANY OTHER
REQUIRED DOCUMENTS, SHOULD BE SENT OR DELIVERED BY EACH UNITHOLDER OR SUCH
UNITHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO
THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW.
[Remainder of Page Left Blank]
7
The Depositary for the Offer is:
ALPINE FIDUCIARY SERVICES INC.
<Table>
By Mail: By Hand: By Overnight Delivery:
c/o Georgeson Shareholder c/o Georgeson Shareholder c/o Georgeson Shareholder
Communications Inc. Communications Inc. Communications Inc.
P.O. Box 2065 17 State Street, 28th Floor 111 Commerce Road
South Hackensack, NJ 07606-9974 New York, NY 10004 Carlstadt, NJ 07072
Attention: Mark Zimkind Attention: Reorg Department
</Table>
By Facsimile Transmission:
(201) 460-2889
Confirmation Receipt of Facsimile by Telephone Only:
(201) 896-5648
Questions and requests for assistance may be directed to the Information
Agent at its address set forth below. Additional copies of the Offer to Purchase
and this Letter of Transmittal may be obtained from the Information Agent. You
may also contact your broker, dealer, bank, trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street
New York, NY 10004
Banks and Brokers Call: (212) 440-9800
All Others Please Call Toll-Free: (800) 223-2064