Exhibit (a)(2)
Letter of Transmittal
to Tender Shares of Common Stock
of
Telocity Delaware, Inc.
Pursuant to the Offer to Purchase
dated February 1, 2001
by
DIRECTV Broadband Inc.
a wholly owned subsidiary of
Hughes Electronics Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME ON MONDAY, APRIL 2, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EquiServe Trust Company, N.A.
If you require additional information, please contact the Depositary at (800)
331-9922 or
the Information Agent, Morrow & Co., Inc. at (800) 607-0088
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
BELOW, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN
THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR BELOW,
WITH A SIGNATURE GUARANTEE, IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9
SET FORTH BELOW.
By Mail: By Hand: By Overnight Delivery:
EquiServe Trust Company, N.A. Securities Transfer & Trust EquiServe Trust Company, N.A.
Attn: Corporate Actions Reporting Services, Inc. Attn: Corporate Actions
P.O. Box 43014 c/o EquiServe Trust Company, N.A. 150 Royall Street
Providence, RI 02940-3014 100 William St., Galleria Canton, MA 02021
New York, NY 10038
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------
Name(s) and
Address(es) of
Registered
Holder(s)
(Please attach
additional
signed list,
if necessary)
(Please fill
in, if blank,
exactly as
name(s)
appear(s) on
Share
Certificate(s)
tendered) Shares Certificate(s) and Shares (s) Tendered
- ---------------------------------------------------------------------
Share Total Number of Number of
Certificate Shares Represented Shares
Number(s)(1) by Certificate(s)(1) Tendered(2)
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
Total Shares
Tendered:
- -------------------------------------------------------------------------------
(1) Need not be completed by Book-Entry Holders.
(2) Unless otherwise indicated, all Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered.
See Instruction 4.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used by stockholders of Telocity
Delaware, Inc., a Delaware corporation (the "Company"), 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) is utilized, if tenders of
shares of Common Stock (as defined in the Offer to Purchase) are to be made by
book-entry transfer into the account of EquiServe Trust Company, N.A., as
Depositary (the "Depositary") at the Depositary Trust Company ("DTC" or the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in
Section 3--"Procedures for Accepting the Offer and Tendering Shares" of the
Offer to Purchase. Holders who tender shares of Common Stock by book-entry
transfer are referred to herein as "Book-Entry Holders".
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot deliver all other
required documents to the Depositary 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.
[_]CHECK HERE IF CERTIFICATES HAVE BEEN LOST OR MUTILATED. SEE INSTRUCTION 11.
The names and addresses of the registered holders of the tendered Shares
should be printed, if not already printed above, exactly as they appear on the
Share Certificates tendered hereby.
TENDER OF SHARES
[_]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: _____________________________________________
Check box of Book-Entry Transfer Facility:
[_]The Depositary Trust Company
Account Number _________________________ Transaction Code Number ________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Eligible Institution that Guaranteed Delivery: _____________________
If delivered by Book-Entry Transfer, check box of Book-Entry Transfer
Facility:
[_]The Depositary Trust Company
Account Number _________________________ Transaction Code Number ________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY
2
Ladies and Gentlemen:
The undersigned hereby tenders to DIRECTV Broadband Inc., a Delaware
corporation and a wholly owned subsidiary of Hughes Electronics Corporation
(the "Purchaser"), the above-described shares of common stock, par value $.001
per share (the "Shares"), of Telocity Delaware, Inc., a Delaware corporation
(the "Company"), pursuant to the Purchaser's offer to purchase all outstanding
Shares, at a purchase price of $2.15 per Share, net to the seller in cash (the
"Offer Price"), without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated February 1, 2001, and in
this Letter of Transmittal (which together with any amendments or supplements
thereto or hereto, collectively constitute the "Offer"). Receipt of the Offer
is hereby acknowledged.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), 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, the 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 or issuable in respect thereof on or after the date hereof
(collectively, "Distributions")) and irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and all Distributions), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver Share Certificates (and any and all
Distributions) together with all accompanying evidences of transfer and
authenticity, to or upon the order of the Purchaser, (ii) present such Shares
(and any and all Distributions) for transfer on the books of the Company, and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any and all Distributions), all in accordance
with the terms and subject to the conditions of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints designees of the Purchaser as the attorneys-in-fact and proxies of
the undersigned, each with full power of substitution, to vote at any annual
or special meeting of the Company's stockholders or any adjournment or
postponement thereof or otherwise in such manner as each such attorney-in-fact
and proxy or his or her substitute shall in his or her sole discretion deem
proper with respect to, to execute any written consent concerning any matter
as each such attorney-in-fact and proxy or his or her substitute shall in his
or her sole discretion deem proper with respect to, and to otherwise act as
each such attorney-in-fact and proxy or his or her substitute shall in his or
her sole discretion deem proper with respect to, all of the Shares (and any
and all Distributions) tendered hereby and accepted for payment by the
Purchaser. This appointment will be effective if and when, and only to the
extent that, the Purchaser accepts such Shares for payment pursuant to the
Offer. This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for payment of such Shares in accordance with
the terms of the Offer. Such acceptance for payment shall, without further
action, revoke any prior powers of attorney and proxies granted by the
undersigned at any time with respect to such Shares (and any and all
Distributions), and no subsequent powers of attorney, proxies, consents or
revocations may be given by the undersigned with respect thereto (and, if
given, will not be deemed effective). The Purchaser reserves the right to
require that, in order for the Shares or other securities to be deemed validly
tendered, immediately upon the Purchaser's acceptance for payment of such
Shares, the Purchaser must be able to exercise full voting, consent and other
rights with respect to such Shares (and any and all Distributions), including
voting at any meeting of the Company's stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and all Distributions) and that, when the same are accepted
for payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto (and to all Distributions) free and clear of all
liens, restrictions, charges and encumbrances and the same will not be subject
to any adverse claims. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Depositary or the Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby (and all Distributions). In addition, the undersigned
shall promptly remit and transfer to the Depositary for the account of the
Purchaser all Distributions in respect of the Shares tendered hereby,
accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, the Purchaser shall
be entitled to all rights and privileges as owner of each such Distribution
and may withhold the entire purchase price of the Shares tendered hereby or
deduct from such purchase price, the amount or value of such Distribution as
determined by the Purchaser in its sole discretion.
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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, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that the valid tender of the Shares pursuant to
any one 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 the Purchaser upon the terms and subject to the conditions of
the Offer (and if the Offer is extended or amended, the terms or conditions of
any such extension or amendment). Without limiting the foregoing, if the price
to be paid in the Offer is amended in accordance with the Merger Agreement,
the price to be paid to the undersigned will be the amended price
notwithstanding the fact that a different price is stated in this Letter of
Transmittal. 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 Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all of the Shares purchased and/or
return any certificate(s) for the Shares not tendered or accepted for payment
in the name(s) of the registered holder(s) appearing above under the box
entitled "Description of Shares Tendered." Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail the check for the
purchase price of all of the Shares purchased and/or return any certificate(s)
for the Shares not tendered or not accepted for payment (and any accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing above under the box entitled "Description of Shares Tendered." In
the event that the boxes entitled "Special Payment Instructions" and "Special
Delivery Instructions" are both completed, please issue the check for the
purchase price of all Shares purchased and/or return any certificates
evidencing Shares not tendered or not accepted for payment (and any
accompanying documents, as appropriate) in the name(s) of, and deliver such
check and/or return any such certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. The undersigned recognizes that
the Purchaser has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder
thereof if the Purchaser does not accept for payment any of the Shares so
tendered.
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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 To be completed ONLY if the
check for the purchase price of check for the purchase price of
Shares accepted for payment Shares accepted for payment
and/or certificate(s) represent- and/or certificate(s)
ing Shares not tendered or not representing Shares not tendered
accepted for payment are to be or not accepted for payment are
issued in the name of someone to be sent to someone other than
other than the undersigned. the undersigned or to the
undersigned at an address other
than that shown under the box
entitled "Description of Shares
Tendered."
Issue:[_] Check
[_] Certificate(s) to:
Mail:[_] Check
Name _____________________________ [_] Certificate(s) to:
(Please Print)
Address __________________________ Name _____________________________
__________________________________ (Please Print)
(Include Zip Code) Address __________________________
__________________________________ __________________________________
(Taxpayer Identification/Social (Include Zip Code)
Security Number)
(Also Complete Substitute Form W-
9 Below)
5
IMPORTANT
STOCKHOLDER: SIGN HERE
(Please Complete Substitute Form W-9 Included Herein)
____________________________________________________________________________
____________________________________________________________________________
(Signature(s) of Holder(s))
Name(s) ____________________________________________________________________
____________________________________________________________________________
Capacity (full title) ______________________________________________________
(See Instructions)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _____________________________________________
Taxpayer Identification or Social Security Number __________________________
(See Substitute Form W-9)
Dated: , 2001
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the 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, 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)
Authorized Signature(s) ____________________________________________________
Name _______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _____________________________________________
Dated: , 2001
6
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 Shares 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 Shares 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, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program or by any other "eligible
guarantor institution," as such term is defined in Rule 17Ad-15 under the
Exchange Act (each, an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5 below.
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 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 such
Shares into the Depositary's account at the Book-Entry Transfer Facility, as
well as this Letter of Transmittal, 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 prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase). Stockholders whose Share Certificates are not immediately
available or who cannot deliver their Share Certificates and all other
required documents to the Depositary 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:
(i) such tender must be made by or through an Eligible Institution; (ii) a
properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Purchaser, must be received by
the Depositary prior to the Expiration Date; and (iii) the Share Certificates
(or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form
for transfer, in each case together with the Letter of Transmittal, 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 the Guaranteed Delivery. 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 this Letter of Transmittal, Share Certificates
and all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and the risk of the tendering stockholder
and the delivery will be deemed made only when actually received 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 Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal, 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
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 Book-Entry Stockholders) If fewer
than all of the Shares evidenced by any Share Certificate are to be tendered,
fill in the number of Shares that are to be tendered in the box entitled
"Number of Shares Tendered." In this case, 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 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 certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are held 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
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations.
If this Letter of Transmittal or any certificates or stock powers are
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
proper evidence satisfactory to the Purchaser of the authority of such person
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 certificates or
separate stock powers are required unless payment is to be made or
certificates for Shares not tendered or not accepted for payment are to be
issued in the name of a person other than the registered holder(s). Signatures
on any 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 certificate(s) listed and transmitted hereby, the
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(s) on the certificate(s). Signature(s) on any such Share Certificates
or stock powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the
transfer and sale 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 if certificate(s)
for Shares not tendered or not accepted for payment are to be registered in
the name of, any person other than the registered holder(s), or if tendered
Share Certificate(s) 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 other person)
payable on account of the transfer to such other person will be deducted from
the purchase price of such Shares purchased unless evidence satisfactory to
the Purchaser of the payment of such taxes, or exemption therefrom, is
submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) evidencing the Shares
tendered hereby.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or certificate(s) 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 certificate(s) 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.
8. Substitute Form W-9. A tendering stockholder is required to provide the
Depositary with a correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9, which is provided under "Important Tax Information" below, and to
certify, under penalties of perjury, that such number is correct and that such
stockholder is not subject to backup withholding of Federal income tax. If a
tendering stockholder is subject to backup withholding, the stockholder must
cross out Item (Y) of Part 3 of the Certification Box of the Substitute Form
W-9. Failure to provide the information on the Substitute Form W-9 may subject
the tendering stockholder to Federal income tax withholding of 31% of any
payments made to the stockholder, but such withholdings may be refunded if the
tendering stockholder provides a TIN within 60 days.
8
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should submit an appropriate and properly
completed IRS Form W-8BEN, a copy of which may be obtained from the
Depositary, in order to avoid backup withholding. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9"
for more instructions.
9. Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery, IRS Form W-8 and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be directed to the Information Agent at the address and phone
number set forth below, or from brokers, dealers, commercial banks or trust
companies.
10. Waiver of Conditions. Subject to the terms and conditions of the Merger
Agreement (as defined in the Offer to Purchase), the Purchaser reserves the
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 (other than the Minimum Condition as defined in the Offer
to Purchase and conditions related).
11. Lost, Destroyed or Stolen Certificates. If any certificate representing
Shares has been lost, destroyed or stolen, the stockholder should promptly
notify Mellon Investor Services, LLC, in its capacity as transfer agent for
the Shares (toll-free telephone number: (800) 589-9836). The stockholder will
then be instructed as to the steps that must be taken in order to replace the
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates
have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL TOGETHER WITH SHARE CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER OR THE NOTICE OF GUARANTEED DELIVERY AND
ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under the federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct TIN on the Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's Social Security
Number. If a tendering stockholder is subject to backup withholding, such
stockholder must cross out Item (Y) of Part 3 on the Substitute Form W-9. If
the Depositary is not provided with the correct TIN, the stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such stockholder may be subject to backup
withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must generally submit an appropriate and properly
completed IRS Form W-8BEN, attesting to that individual's exempt status. Such
a Form W-8BEN may be obtained from the Depositary. Exempt stockholders, other
than foreign individuals, should furnish their TIN, write "Exempt" in Part 2
of the Substitute Form W-9 below and sign, date and return the Substitute Form
W-9 to the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to withholding
will be reduced by the amount of tax withheld. If backup withholding results
in an overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
9
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing the form below certifying that the TIN provided on Substitute Form
W-9 is correct (or that such stockholder is awaiting a TIN).
What Number to Give the Depositary
The stockholder is required to give the Depositary the Social Security
Number of the record holder of the Shares. If the Shares are in more than one
name, or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidelines on which number to report. If the tendering
stockholder has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future, the stockholder should check the box
in Part 1(b), sign and date the Substitute Form W-9. If the box in Part 1(b)
is checked, the Depositary will withhold 31% of payments made for the
stockholder, but such withholdings will be refunded if the tendering
stockholder provides a TIN within 60 days.
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PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A.
Part 1(a)--Please provide
your TIN in the box at Social Security Number
right and certify by OR
signing and dating below.
SUBSTITUTE
Employer Identification
Number
Form W-9
TIN____________________
--------------------------------------------------------
Department of Part 2--For payees exempt from backup withholding
the Treasury please write "exempt" here (see instructions)
Internal Part 1(b)--Please check
Revenue this box if you have
Service applied for, and are
awaiting receipt of, your
TIN [_]
--------------------------------------------------------
Part 3--Certification--Under penalties of perjury, I
certify that (X) The number shown on this form is my
correct TIN (or I am waiting for a number to be
issued to me) and (Y) 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.
Payer's Request
for Taxpayer
Identification
Number ("TIN")
Certification Instructions--You must cross out Item
(Y) of Part 3 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. However, if after being
notified by the IRS that you were subject to backup
withholding you received another notification from
the IRS that you are no longer subject to backup
withholding, do not cross out such Item (Y).
Signature _______________________ Date ______________
--------------------------------------------------------
Name _________________________________________________
Address ______________________________________________
(Number and Street)
______________________________________________________
(City) (State) (Zip Code)
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
1(b) OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE
AWAITING RECEIPT OF, YOUR TIN.
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 to the Payor by the time of payment, 31% of all
reportable payments made to me pursuant to this Offer will be withheld.
Signature __________________________________________________ Date:
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THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES OR CONFIRMATION OF BOOK-
ENTRY TRANSFER AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY
EACH STOCKHOLDER OF THE COMPANY OR SUCH STOCKHOLDER'S BROKER, DEALER,
COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF
ITS ADDRESSES SET FORTH ON THE FIRST PAGE.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be directed to the Information Agent at its
telephone number and location listed below, and will be furnished promptly at
the Purchaser's expense. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.
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 Brokers Call Toll Free: (800) 654-2468
Email: telocity.info@morrowco.com
All Others Please Call Toll Free: (800) 607-0088
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