Exhibit (a)(1)(B)
Letter of Transmittal
To Tender Shares of Common Stock
of
Interact Commerce Corporation
Pursuant to the Offer to Purchase
Dated April 4, 2001
by
Isaiah Acquisition Corp.
an indirect wholly owned subsidiary of
The Sage Group plc
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, MAY 2, 2001, UNLESS THE OFFER IS EXTENDED
The Depositary for the Offer is:
MELLON INVESTOR SERVICES LLC
By Mail: By Overnight Courier: By Hand:
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
Reorganization Department Reorganization Department Reorganization Department
PO Box 3300 85 Challenger Road 120 Broadway
South Hackensack, NJ 07606 Mail Stop-Reorg 13th Floor
Ridgefield, NJ 07660 New York, NY 10271
By Facsimile Transmission
(For Eligible Institutions Only):
(201) 296-4293
Confirm Receipt of Facsimile by Telephone Only:
(201) 296-4860
DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) Share Certificate(s) and Share(s) Tendered
appear(s) on Share Certificate(s)) (Attach additional list if necessary)
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Total Number of
Shares Evidenced by Number
Share Certificate Share of Shares
Number(s)* Certificate(s)* Tendered**
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--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
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Total Shares
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* Need not be completed by shareholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each Share Certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
This Letter of Transmittal is to be completed by shareholders of Interact
Commerce Corporation, either if certificates evidencing Shares (as defined
below) are to be forwarded herewith or if delivery of Shares is to be made by
book-entry transfer to an account maintained by the Depositary at the Book-
Entry Transfer Facility (as defined in and pursuant to the procedures set
forth in "Section 3. Procedure for Tendering Shares" of the Offer to
Purchase). Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
Shareholders whose certificates evidencing Shares ("Share Certificates")
are not immediately available or who cannot deliver their Share Certificates
and all other documents required hereby to the Depositary prior to the
Expiration Date (as defined in "Section 1. Terms of the Offer" of the Offer to
Purchase) or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis and who wish to tender their Shares must do so
pursuant to the guaranteed delivery procedure described in "Section 3.
Procedure for Tendering Shares" of the Offer to Purchase. See Instruction 2.
[_]Check here if Shares are being delivered by book-entry transfer to the
Depositary's account at the Book-Entry Transfer Facility and complete the
following:
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:
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket No. (if any): ________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
If delivery is by book-entry transfer, give the following information:
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]Check here if any of your share certificates have been lost, destroyed or
stolen and call (800) 777-3694 to obtain an affidavit of loss. See
Instruction 10.
Number of Shares represented by lost, destroyed or stolen share
certificates: .
Delivery of this Letter of Transmittal to an address, 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.
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Note: Signatures Must be Provided Below
Please Read the Accompanying Instructions Carefully
Ladies and Gentlemen:
The undersigned hereby tenders to Isaiah Acquisition Corp., a Delaware
corporation ("the Purchaser") and an indirect wholly owned subsidiary of The
Sage Group plc, a corporation formed under the laws of England, the above-
described shares of common stock, par value $.001 per share ("Shares"), of
Interact Commerce Corporation, a Delaware corporation (the "Company"),
pursuant to the Purchaser's offer to purchase all of the issued and
outstanding Shares at $12.00 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions described in the Offer
to Purchase dated April 4, 2001 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which, together with
the Offer to Purchase and any amendments or supplements hereto or thereto,
collectively constitute the "Offer"). The undersigned understands that the
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates, the right to purchase all or
any portion of the Shares tendered pursuant to the Offer.
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
subject to, and effective upon, acceptance for payment of 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 Shares that are being tendered hereby and all
dividends, distributions (including, without limitation, distributions of
additional Shares) and rights declared, paid or distributed in respect of such
Shares on or after March 27, 2001 (collectively, "Distributions") and
irrevocably 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
evidencing such Shares (and all Distributions), or transfer ownership of such
Shares (and all Distributions) on the account books maintained by the Book-
Entry Transfer Facility, together, in either case, with all accompanying
evidences of transfer and authenticity, to or upon the order of the Purchaser,
(ii) present such Shares (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 all Distributions), all in
accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Paul Harrison and Nick Cooper, and each of them, as the attorneys and
proxies of the undersigned, each with full power of substitution, to vote in
such manner as each such attorney and proxy or his substitute shall, in his
sole discretion, deem proper and otherwise act (by written consent or
otherwise) with respect to all Shares tendered hereby which have been accepted
for payment by the Purchaser prior to the time of such vote or other action
and all Shares and other securities issued in Distributions in respect of such
Shares, which the undersigned is entitled to vote at any meeting of
shareholders of the Company (whether annual or special and whether or not an
adjourned or postponed meeting) or consent in lieu of any such meeting or
otherwise. This proxy and power of attorney is coupled with an interest in
Shares tendered hereby, is irrevocable and is granted in consideration of, and
is effective upon, the acceptance for payment of such Shares by the Purchaser
in accordance with other terms of the Offer. Such acceptance for payment shall
revoke all other proxies and powers of attorney granted by the undersigned at
any time with respect to such Shares (and all Shares and other securities
issued in Distributions in respect of such Shares), and no subsequent proxies,
powers of attorney, consents or revocations may be given by the undersigned
with respect thereto (and if given will not be deemed effective). The
undersigned understands that, in order for Shares or Distributions to be
deemed validly tendered, immediately upon the Purchaser's acceptance of such
Shares for payment, the Purchaser must be able to exercise full voting and
other rights with respect to such Shares (and any and all Distributions),
including, without limitation, voting at any meeting of the Company's
shareholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer Shares tendered
hereby and all Distributions, that when such Shares 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,
restriction, charges and encumbrances, and that none of such Shares and
Distributions will be subject to any adverse claim. The undersigned, upon
request, shall execute and deliver all additional documents deemed by the
Depositary or the Purchaser to
3
be necessary or desirable to complete the sale, assignment and transfer of
Shares tendered hereby and all Distributions. In addition, the undersigned
shall remit and transfer promptly to the Depositary for the account of the
Purchaser all Distributions in respect of 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 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.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in "Section 3. Procedure for Tendering Shares"
of the Offer to Purchase and in the Instructions hereto will constitute the
undersigned's acceptance of the terms and conditions of the Offer. The
Purchaser's acceptance of such Shares for payment 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).
Unless otherwise indicated below in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased and return all Share Certificates evidencing Shares not tendered or
not accepted for payment in the name(s) of the registered holder(s) appearing
above under "Description of Shares Tendered." Similarly, unless otherwise
indicated below in the box entitled "Special Delivery Instructions," please
mail the check for the purchase price of all Shares purchased and return all
Share Certificates evidencing Shares not tendered or not accepted for payment
(and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing above under "Description of Shares Tendered" on
the cover page hereof. In the event that the boxes on page 5 hereof entitled
"Special Payment Instructions" and "Special Delivery Instructions" are both
completed, please issue the check for the purchase price of all Shares
purchased and return all Share Certificates evidencing Shares not tendered or
not accepted for payment in the name(s) of, and deliver such check and return
such Share Certificates (and any accompanying documents, as appropriate) to,
the person(s) so indicated. Unless otherwise indicated below in the box
entitled "Special Payment Instructions," please credit any Shares tendered
hereby and delivered 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 the Purchaser has no obligation, pursuant to
the Special Payment Instructions, to transfer any Shares from the name of the
registered holder(s) thereof if the Purchaser does not accept for payment any
Shares tendered hereby.
4
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 and Share Certificates Shares purchased and Share
evidencing Shares not tendered or Certificates evidencing Shares
not purchased are to be issued in not tendered or not purchased are
the name of someone other than to be mailed to someone other
the undersigned. than the undersigned, or the
undersigned at an address other
than that under "Description of
Shares Tendered."
Issue Check and Share Certifi-
cate(s) to:
Name: ____________________________ Mail Check and Share Certifi-
(Please Print) cate(s) to:
Address: _________________________
__________________________________ Name: ____________________________
__________________________________ (Please Print)
(Zip Code) Address: _________________________
__________________________________ __________________________________
(Tax Identification or Social __________________________________
Security Number) (Zip Code)
(See Substitute Form W-9 on __________________________________
reverse side)
Account (Tax Identification or Social
Number: __________________________ Security Number)
(See Substitute Form W-9 on
reverse side)
5
IMPORTANT
SHAREHOLDERS: SIGN HERE
(Please Complete Substitute Form W-9 Below)
______________________________________________________________________________
______________________________________________________________________________
Signature(s) of Holder(s)
Dated: _______________ , 2001
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificates or on a security position listing by person(s) authorized to
become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person 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: __________________________________________
Taxpayer Identification or
Social Security No.: _________________________________________________________
(See Substitute Form W-9 on reverse side)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION
GUARANTEE IN SPACE BELOW
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of the Security Transfer Agent
Medallion Signature Program, or by any other "eligible guarantor institution,"
as such term is defined in Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended (each of the foregoing being an "Eligible
Institution") unless (i) 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 hereby
and such holder(s) has (have) not completed the box entitled "Special Payment
Instructions" or "Special Delivery Instructions" on page 5 hereof or (ii) such
Shares are tendered for the account of an Eligible Institution. See
Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates. This Letter of
Transmittal is to be used either if Share Certificates are to be forwarded
herewith or if tenders are to be made pursuant to the procedures for tenders
by book-entry transfer pursuant to the procedure set forth in "Section 3.
Procedure for Tendering Shares" of the Offer to Purchase. Share Certificates
evidencing all physically tendered Shares, or a confirmation of a book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility of
all Shares delivered by book-entry transfer, as well as a properly completed
and duly executed Letter of Transmittal and any other documents required by
this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth below prior to the Expiration Date (as defined in
"Section 1. Terms of the Offer" of the Offer to Purchase). If Share
Certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery. Shareholders whose Share Certificates are not immediately
available, 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 pursuant to the guaranteed delivery procedure
described in "Section 3. Procedure for Tendering Shares" 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 evidencing all physically delivered Shares in
proper form for transfer by delivery, or a confirmation of a book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility of
all Shares delivered by book-entry transfer, in each case together with a
Letter of Transmittal, properly completed and duly executed, with any required
signature guarantees (or in the case of a book-entry transfer, an Agent's
Message (as defined in "Section 3. Procedure for Tendering Shares" of the
Offer to Purchase)) and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three Nasdaq National
Market (Nasdaq) trading days after the date of execution of such Notice of
Guaranteed Delivery, all as described in "Section 3. Procedure for Tendering
Shares" of the Offer to Purchase.
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 shareholder, 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. By execution of this Letter of
Transmittal, all tendering shareholders waive any right to receive any notice
of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided on the cover page hereof under
"Description of Shares Tendered" is inadequate, the Share Certificate numbers,
the number of Shares evidenced by such Share Certificates and the number of
Shares tendered should be listed on a separate signed schedule and attached
hereto.
4. Partial Tenders (not applicable to shareholders who tender by book-entry
transfer). If fewer than all Shares evidenced by any Share Certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares that are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, new Share Certificate(s)
7
evidencing the remainder of Shares that were evidenced by the Share
Certificates delivered to the Depositary herewith will be sent to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Delivery Instructions" on page 5 hereof, as soon as
practicable after the Expiration Date or the termination of the Offer. All
Shares evidenced 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 Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Share Certificates evidencing such Shares without
alteration, enlargement or any other change whatsoever.
If any Shares tendered hereby are held of record by two or more persons,
all such persons must sign this Letter of Transmittal.
If any Shares tendered hereby are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of
Shares tendered hereby, no endorsements of Share Certificates or separate
stock powers are required, unless payment is to be made to, or Share
Certificates evidencing Shares not tendered or not accepted for payment are to
be issued in the name of, a person other than the registered holder(s). If the
Letter of Transmittal is signed by a person other than the registered
holder(s) of the Share Certificate(s) evidencing Shares tendered, the Share
Certificate(s) tendered hereby 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 such Share Certificate(s). Signatures on such Share
Certificate(s) and 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 Shares tendered hereby, the Share Certificate(s)
evidencing Shares tendered hereby 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 such Share Certificate(s). Signatures on
such Share Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Purchaser of such persons authority so to
act must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the sale
and transfer of any Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any Shares purchased is to be made
to, or Share Certificate(s) evidencing Shares not tendered or not accepted for
payment are to be issued in the name of, any person other than the registered
holder(s) or if tendered certificates are registered in the name of any person
other than the person(s) signing the Letter of Transmittal, the amount of any
stock transfer taxes (whether imposed on the registered holder(s), or such
other person, or otherwise) 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 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 Share Certificates evidencing Shares
tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares tendered hereby is to be issued in the name of, and/or
Share Certificate(s) evidencing Shares not tendered or not accepted for
payment are to be issued in the name of and/or returned to, a person other
than the person(s) signing this Letter of Transmittal or if such check or any
such Share Certificate is to be sent to a person other than the signor of this
Letter of Transmittal or to the person(s) signing this Letter of Transmittal
but at an address other than that shown in the box entitled "Description of
Shares Tendered" on the cover page hereof, the appropriate boxes herein must
be completed.
8
8. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent or the
Dealer Manager at their respective addresses or telephone numbers set forth
below. Additional copies of the Offer to Purchase, this Letter of Transmittal,
the Notice of Guaranteed Delivery and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 may be obtained from the
Information Agent.
9. Substitute Form W-9. Each tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalty of perjury, that such number is correct and that
such shareholder is not subject to backup withholding of federal income tax.
If a tendering shareholder has been notified by the Internal Revenue Service
that such shareholder is subject to backup withholding, such shareholder must
cross out item (2) of the Certification box of the Substitute Form W-9, unless
such shareholder has since been notified by the Internal Revenue Service that
such shareholder is no longer subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
shareholder to 31% federal income tax withholding on the payment of the
purchase price of all Shares purchased from such shareholder. If the tendering
shareholder has not been issued a TIN and has applied for one or intends to
apply for one in the near future, such shareholder should write "Applied For"
in the space provided for the TIN in Part I of the Substitute Form W-9, and
sign and date the Substitute Form W-9. If "Applied For" is written in Part I
and the Depositary is not provided with a TIN within 60 days, the Depositary
will withhold 31% on all payments of the purchase price to such shareholder
until a TIN is provided to the Depositary.
10. Lost or Destroyed Certificates. If any Share Certificate has been lost,
destroyed or stolen, the shareholder should check the appropriate box on the
reverse side of the Letter of Transmittal. The Company's stock transfer agent
will then instruct such shareholder as to the procedure to be followed in
order to replace the Share Certificate. The shareholder will have to post a
surety bond of approximately 2% of the current market value of the stock. This
Letter of Transmittal and related documents cannot be processed until
procedures for replacing lost or destroyed Share Certificates have been
followed.
Important: This Letter of Transmittal, properly completed and duly executed
(together with any required signature guarantees (or, in the case of a book-
entry transfer, an Agent's Message) and Share Certificates or confirmation of
book-entry transfer and all other required documents) or a properly completed
and duly executed Notice of Guaranteed Delivery must be received by the
Depositary prior to the Expiration Date (as defined in the Offer to Purchase).
9
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a shareholder whose tendered Shares are
accepted for payment is generally required to provide the Depositary (as
payer) with such shareholder's correct TIN on Substitute Form W-9 provided
herewith. If such shareholder is an individual, the TIN generally is such
shareholder's social security number. If the Depositary is not provided with
the correct TIN, the shareholder may be subject to a $50 penalty imposed by
the Internal Revenue Service and payments that are made to such shareholder
with respect to Shares purchased pursuant to the Offer may be subject to
backup withholding of 31%. In addition, if a shareholder makes a false
statement that results in no imposition of backup withholding, and there was
no reasonable basis for making such statement, a $500 penalty may also be
imposed by the Internal Revenue Service.
Certain shareholders (including, among others, 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 submit a statement (Internal Revenue Service
Form W-8), signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Depositary.
See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions. A shareholder
should consult his or her tax advisor as to such shareholder's qualification
for exemption from backup withholding and the procedure for obtaining such
exemption.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the shareholder. Backup withholding is not an
additional tax. Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained
provided that the required information is furnished to the Internal Revenue
Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a shareholder
with respect to Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of such shareholder's correct TIN by
completing the form below certifying that (a) the TIN provided on Substitute
Form W-9 is correct (or that such shareholder is awaiting a TIN), and (b)(i)
such shareholder has not been notified by the Internal Revenue Service that he
is subject to backup withholding as a result of a failure to report all
interest or dividends or (ii) the Internal Revenue Service has notified such
shareholder that such shareholder is no longer subject to backup withholding.
What Number to Give the Depositary
The shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of
Shares tendered hereby. If 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
guidance on which number to report. If the tendering shareholder has not been
issued a TIN and has applied for a number or intends to apply for a number in
the near future, the shareholder should write "Applied For" in the space
provided for the TIN in Part I, and sign and dated the Substitute Form W-9. If
"Applied For" is written in Part I and the Depositary is not provided with a
TIN within 60 days, the Depositary will withhold 31% of all payments of the
purchase price to such shareholder until a TIN is provided to the Depositary.
10
PAYER'S NAME: MELLON INVESTOR SERVICES LLC
- -------------------------------------------------------------------------------
SUBSTITUTE Part I - Taxpayer
Identification Number--For
Form W-9 all accounts, enter your ----------------------
Department of taxpayer identification Social Security Number
the Treasury number in the box at right.
Internal (For most individuals, this
Revenue is your social security or
Service number. If you do not have
a number, see "Obtaining a ----------------------
Number" in the enclosed Employer Identification
Payer's Request Guidelines.) Certify by Number
for Taxpayer signing and dating below.
Identification Note: If the account is in
Number (TIN) more than one name, see the (If awaiting TIN write
and Certification chart in the enclosed "Applied For")
Guidelines to determine
which number to give the
payer.
--------------------------------------------------------
Part II - For Payees Exempt from Backup Withholding,
see the enclosed Guidelines and complete as
instructed therein.
- -------------------------------------------------------------------------------
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 (the "IRS") that I am subject to back-up withholding as a
result of failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding.
Certificate Instructions - You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return. 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 item (2). (Also see
instructions in the enclosed Guidelines.)
SIGNATURE ___________________________________ DATE ____________________, 2001
NOTE: Failure to complete and return this form may result in backup
withholding of 31% of any payments made to you pursuant to this Offer.
Please review the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional details.
NOTE: You must complete the following certificate if you are awaiting a
taxpayer identification number.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable cash payments made to me thereafter
will be withheld until I provide a taxpayer identification number.
SIGNATURE _______________________________________________ DATE: _____________
11
The Letter of Transmittal and Share Certificates and any other required
documents should be sent or delivered by each shareholder or such
shareholder's broker, dealer, commercial bank, trust company or other nominee
to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
MELLON INVESTOR SERVICES LLC
By Mail: By Overnight Courier: By Hand:
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
Reorganization Department Reorganization Department Reorganization Department
PO Box 3301 85 Challenger Road 120 Broadway
South Hackensack, NJ 07606 Mail Stop-Reorg 13th Floor
Ridgefield, NJ 07660 New York, NY 10271
By Facsimile Transmission
(For Eligible Institutions Only):
(201) 296-4293
Confirm Receipt of Facsimile by Telephone Only:
(201) 296-4860
---------------
Questions or requests for assistance may be directed to the Information
Agent at its respective address and telephone numbers listed below. Additional
copies of the Offer to Purchase, this Letter of Transmittal and the Notice of
Guaranteed Delivery may be obtained from the Information Agent. A shareholder
may also contact brokers, dealers, commercial banks or trust companies for
assistance concerning the Offer.
The Information Agent for the Offer is:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
Call Toll Free (800) 322-2885
The Dealer Manager for the Offer is:
[DEUTSCHE BANC ALEX.BROWN]
Deutsche Banc Alex. Brown Inc.
31 W. 52nd Street
New York, NY 10019
Call Toll-Free (800) 572-0067