Exhibit 99.(A)(1)(B)
Letter of Transmittal
To Tender Shares of Common Stock
of
Cheap Tickets, Inc.
Pursuant to the Offer to Purchase dated August 23, 2001
by
Diamondhead Acquisition Corporation
a Wholly Owned Subsidiary of
Cendant Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 21, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
MELLON INVESTOR SERVICES LLC
By Mail: By Hand: By Overnight Delivery:
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
Post Office Box 3300 120 Broadway, 13th Floor 85 Challenger Road--Mail Drop-Reorg
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
By Facsimile Transmission
(For Eligible Institutions Only):
(201) 296-4293
Confirm Receipt of Facsimile by Telephone:
(201) 296-4860
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW. THE INSTRUCTIONS ACCOMPANYING THIS LETTER
OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
IF CERTIFICATES ARE REGISTERED IN DIFFERENT NAMES, A SEPARATE LETTER OF
TRANSMITTAL MUST BE SUBMITTED FOR EACH DIFFERENT REGISTERED HOLDER. SEE
INSTRUCTION 4.
DESCRIPTION OF SHARES SURRENDERED
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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) Enclosed
appear(s) on Share Certificate(s) (Attach additional signed list if necessary)
- ----------------------------------------------------------------------------------------------------
Number of Shares
Share Represented
Certificate Number(s) by Share Certificate(s)
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Total Shares
Lost Certificates
[_]I have lost my Certificates that represented Shares and
require assistance in obtaining replacement Certificates. I understand
that I must contact the Depositary to obtain instructions for replacing a
lost Certificate (See Instruction 10).
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4, 5 and 7) (See Instructions 3 and 7)
Fill in ONLY if check is to be Fill in ONLY if check is to be
issued in a name other than that issued in the name set forth
set forth above. above but delivered to an address
other than that set forth above.
Issue and deliver check to: Deliver check to:
Name _____________________________ Name _____________________________
(Please Print) (Please Print)
Address __________________________
Address __________________________
__________________________________
__________________________________
__________________________________
__________________________________ (Include Zip Code)
__________________________________
(Include Zip Code) __________________________________
__________________________________ (Tax Identification or Social
(Tax Identification or Social Security Number)
Security Number)
(See Instruction 11)
(See Instruction 11)
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PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
In connection with the merger (the "Merger") of Diamondhead Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of Cendant
Corporation, a Delaware corporation (the "Purchaser"), with and into Cheap
Tickets, Inc., a Delaware corporation (the "Company"), pursuant to an
Agreement and Plan of Merger between the Purchaser and the Company, dated as
of August 13, 2001 (the "Merger Agreement"), the undersigned herewith
surrenders the above described certificate(s) (the "Certificate(s)"), which
prior to the Merger represented shares of common stock, par value $0.001 per
share, of the Company (the "Shares"), to be exchanged for cash in the amount
of $16.50 per Share, without interest and subject to applicable withholding,
payable pursuant to the Merger. By delivery of this Letter of Transmittal to
the Depositary (as hereinafter defined), the undersigned hereby forever waives
all dissenter's rights under applicable Delaware law and withdraws all written
objections to the Merger and/or demands for appraisal, if any, with respect to
the Shares owned by the undersigned.
The undersigned represents that the undersigned has full authority to
surrender the Shares, free and clear of all liens, claims and encumbrances.
The undersigned will, upon request, execute and deliver any additional
documents reasonably deemed appropriate or necessary by the Depositary in
connection with the surrender of the Shares. All authority conferred or agreed
to be conferred in 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. The surrender of Shares
hereby is irrevocable.
The undersigned understands that surrender is not made in acceptable form
until the receipt by Mellon Investor Services LLC (the "Depositary") of this
Letter of Transmittal, or a facsimile hereof, duly completed and signed, and
of the Certificate(s), together with all accompanying evidences of authority
in form satisfactory to the Company (which may delegate power in whole or in
part to the Depositary). All questions as to validity, form and eligibility of
any surrender of Shares hereby will be determined by the Company (which may
delegate power in whole or in part to the Depositary) and such determination
shall be final and binding.
The undersigned understands that payment for surrendered Shares will be
made as promptly as practicable after the surrender of Certificate(s)
representing the Shares is made in acceptable form.
Please issue the check to which the undersigned is entitled in the name set
forth above and deliver such check to the address set forth above, unless
otherwise indicated under the Special Payment Instructions or Special Delivery
Instructions above.
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IMPORTANT
STOCKHOLDER SIGN HERE
____________________________________________________________________________
____________________________________________________________________________
(Signature(s) of Owner(s))
Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 4. (For information concerning signature
guarantees see Instruction 3.)
Dated: _______________, 2001
Name(s) ____________________________________________________________________
____________________________________________________________________________
(Please Print)
Capacity ___________________________________________________________________
(See Instruction 4)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No. (Business) _____________________________________
Area Code and Telephone No. (Residence) ____________________________________
Tax Identification or Social Security No. __________________________________
(Complete the Substitute Form W-9 contained herein)
SIGNATURE GUARANTEE
(See Instruction 3, if required)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
(Please Print)
Title ______________________________________________________________________
(Please Print)
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
(Include Zip Code)
Area Code and Telephone No. ________________________________________________
Dated: _____________________________________________________________________
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Delivery of Letter of Transmittal and Certificate(s). This Letter of
Transmittal or a facsimile hereof, filled in and signed, must be used in
connection with the delivery and surrender of the Certificate(s). A Letter of
Transmittal and the Certificate(s) must be received by the Depositary, in
satisfactory form, in order to make an effective surrender. Delivery of the
Certificate(s) and other documents shall be effected, and the risk of loss and
title to the Certificate(s) shall pass, only upon proper delivery of the
Certificate(s) to the Depositary. The method of delivery of the Certificate(s)
and other documents is at the election and risk of the stockholder. If such
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. Surrender may be made by mail, by hand or by
overnight courier to Mellon Investor Services LLC, as Depositary, at one of
the addresses shown above. In all cases, sufficient time should be allowed to
insure timely delivery. A mailing envelope addressed to the Depositary is
enclosed for your convenience.
2. Terms of Conversion of the Shares. Each Share (as shown in the box at
the top of this Letter of Transmittal) was converted at the effective time of
the Merger into the right to receive $16.50 in cash, without interest and
subject to applicable withholding.
3. Guarantee of Signature. The Certificate(s) need not be endorsed and
stock powers and signature guarantees are unnecessary unless (a) the
Certificate(s) is registered in a name other than that of the person
surrendering the Certificate(s) or (b) such registered holder completes the
Special Payment Instructions or Special Delivery Instructions. In the case of
(a) above, any such Certificate(s) must be duly endorsed or accompanied by a
properly executed stock power with the signature on the endorsement or stock
power and on the Letter of Transmittal guaranteed by a participant in the
Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program.
In the case of (b) above, only the signature on the Letter of Transmittal
should be similarly guaranteed.
4. Signatures on Letter of Transmittal and Endorsements. If this Letter of
Transmittal is signed by the registered holder(s) of the Shares surrendered
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 surrendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the Shares surrendered hereby 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 of
Certificates.
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 Company 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 surrendered hereby, no endorsements of Certificates or
separate stock powers are required unless payment is to be issued in the name
of a person other than the registered holder(s). Signatures on any such
Certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by Certificates listed and
surrendered hereby, the Certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Certificates. Signature(s) on any such
Certificates or stock powers must be guaranteed by an Eligible Institution.
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5. Stock Transfer Taxes. Except as otherwise provided in this Instruction
5, Purchaser will pay all stock transfer taxes applicable to payments for
tendered Shares. If, however, payment of the purchase price of any Shares
tendered is to be made to, or if Share certificates for shares not tendered or
accepted for payment are to be registered in the name of any person other than
the registered holder(s) or if tendered Share certificates are registered in
the name of any person other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered holder(s) or such other person(s)) payable on account of the
transfer to such other person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes or an exemption therefrom,
is submitted to the Purchaser.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 5, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATE(S) LISTED IN THIS
LETTER OF TRANSMITTAL.
6. Validity of Surrender, Irregularities. All questions as to validity,
form and eligibility of any surrender of Shares hereby will be determined by
the Company (which may delegate power in whole or in part to the Depositary),
and such determination shall be final and binding. The Company reserves the
right to waive any irregularities or defects in the surrender of any Shares,
and its interpretations of the terms and conditions of the Merger Agreement
and of this Letter of Transmittal (including these instructions) with respect
to such irregularities or defects shall be final and binding. A surrender will
not be deemed to have been made until all irregularities have been cured or
waived.
7. Special Payment and Delivery Instructions. Indicate the name and address
to which payment for the Shares is to be sent if different from the name
and/or address of the person(s) signing this Letter of Transmittal.
8. Additional Copies. Additional copies of this Letter of Transmittal and
of the Offer to Purchase may be obtained from the Depositary at its addresses
listed above.
9. Inadequate Space. If the space provided on this Letter of Transmittal is
inadequate, the Share certificate numbers and number of Shares should be
listed on a separate signed schedule affixed hereto.
10. Letter of Transmittal Required; Surrender of Certificate(s); Lost
Certificate(s). You will not receive any cash for your Shares unless and until
you deliver this Letter of Transmittal or a facsimile hereof, duly completed
and signed, to the Depositary, together with the Certificate(s) representing
such Shares and any required accompanying evidences of authority in form
satisfactory to the Company. If the Certificate(s) has (have) been lost or
destroyed, such fact should be indicated on the face of this Letter of
Transmittal. In such event, the Depositary will forward additional
documentation necessary to be completed in order to surrender effectively such
lost or destroyed Certificate(s). No interest will be paid on amounts due for
the Shares.
11. Taxpayer Identification Number and Backup Withholding. Federal income
tax law generally requires that, unless an exemption applies, a tendering
holder whose Shares are accepted for payment must provide the Depositary (the
"Payor") with such holder's correct Taxpayer Identification Number ("TIN"). If
the Payor is not provided with the correct TIN and no exemption applies, such
holder may be subject to a $50 penalty imposed by the Internal Revenue Service
and backup withholding at the ordinary income tax rate applicable to unmarried
individuals (currently 30.5% effective until December 31, 2001) (the
"Withholding Rate") may be imposed upon the gross proceeds of any payment
received hereunder. If withholding results in an overpayment of taxes, a
refund may be obtained.
To prevent backup withholding, each tendering holder of Shares not
otherwise exempt must provide such holder's correct TIN by completing the
"Substitute Form W-9" set forth herein, which requires a tendering holder to
certify, under penalties of perjury, (1) that the TIN provided is correct (or
that such holder is awaiting a TIN), (2) that (i) the holder is exempt from
backup withholding, (ii) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a result
of a failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to
backup withholding, and (3) that the holder is a U.S. person.
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Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt
holder, other than a foreign person, must enter its correct TIN in Part 1 of
Substitute Form W-9, write "Exempt" in Part 2 of such form, and sign and date
the form. See the enclosed Guidelines for Certification of Taxpayer
Identification Number of Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions. In order for a nonresident alien or foreign entity to
qualify as exempt recipients, such person must submit a completed Form W-8BEN,
"Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding" signed under penalties of perjury attesting to such exempt
status. Such forms may be obtained from the Payor.
If the Shares are held in more than one name or are not in the same name of
the actual owner, consult the W-9 Guidelines for information on which TIN to
report.
If you do not have a TIN, consult the W-9 Guidelines for instructions on
applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of
the Substitute Form W-9, and sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set forth herein.
Notwithstanding that you follow these procedures, the Payor will withhold at
the Withholding Rate on all payments made prior to the time a properly
certified TIN is provided to the Payor. However, such amounts will be refunded
to such holder if a TIN is provided to the Payor within 60 days, backup
withholding will begin and continue until you furnish your TIN to the Payor.
Note: Writing "Applied For" on the form means that you have already applied
for a TIN or that you intend to apply for one in the near future.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES
AND 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 ON OR PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
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TO BE COMPLETED BY ALL TENDERING HOLDERS OF SECURITIES
PAYOR'S NAME: MELLON INVESTOR SERVICES LLC
Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND ----------------------
CERTIFY BY SIGNING AND Social Security Number
DATING BELOW OR
SUBSTITUTE
Form W-9
Department of
the Treasury ----------------------
Internal Employer Identification
Revenue Number TIN
Service --------------------------------------------------------
Part 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
(SEE INSTRUCTIONS)
Payor's Request --------------------------------------------------------
for Taxpayer Part 3--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
Identification CERTIFY THAT (1) The number shown on this form is my
Number ("TIN") correct TIN (or I am waiting for a number to be
and Certification issued to me), (2) I am not subject to backup
withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the
Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a
failure to report all interest or dividends or (c)
the IRS has notified me that I am no longer subject
to backup withholding, and (3) I am a U.S. Person
(including a U.S. resident alien).
SIGNATURE _______________________ DATE ______________
You must cross out item (2) in 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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN PART 1 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and that I mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office
(or 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, an amount of all reportable payments made to
me will be withheld at the ordinary income tax rate applicable to unmarried
individuals (currently 30.5%, effective until December 31, 2001) (the
"Withholding Rate"), but will be refunded to me if I provide a certified
taxpayer identification number within 60 days.
SIGNATURE __________________________________________________ DATE __________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING ON ANY GROSS PROCEEDS AT THE WITHHOLDING RATE. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
The Information Agent for the Offer is:
[LOGO OF GEORGESON SHAREHOLDER]
17 State Street
New York, New York 10004
Banks and Brokers call collect: (212) 440-9800
All others call Toll-Free: (800) 223-2064
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