ANNEX C
FORM OF AFFILIATE LETTER
[DATE]
Ladies and Gentlemen:
The Undersigned has been advised that as of the date of this letter,
the undersigned (the "Undersigned") may be deemed to be an "affiliate"
of the Company, as the term "affiliate" is defined for purposes of
paragraphs (c) and (d) of Rule 145 of the rules and regulations (the
"Rules and Regulations") of the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act").
Pursuant to the terms of the Agreement and Plan of Merger dated as of
October ___, 1998 (the "Agreement") among Parent, Merger Sub and the
Company, the Merger will occur pursuant to which the Company will merge
with and into Merger Sub, with Merger Sub continuing as the surviving
corporation, and as a result thereof the successor to the Company will
become a wholly owned subsidiary of Parent and shares of Company Common
Stock will be converted into the right to receive, subject to the terms
and conditions set forth in the Agreement, shares of Parent Common
Stock and/or cash.
Any capitalized term used but not defined herein shall have the
meaning set forth in the Agreement.
The Undersigned represents, warrants and covenants to you that
as of the date the Undersigned receives any shares of Parent
Common Stock as a result of the Merger:
A.The Undersigned shall not make any sale, transfer or
other disposition of such shares of Parent Common
Stock in violation of the Act or the Rules and
Regulations.
B.The Undersigned has carefully read this letter and the
Agreement and discussed the requirements of such
documents and other applicable limitations upon the
Undersigned's ability to transfer or otherwise
dispose of such shares of Parent Common Stock to the
extent the Undersigned has felt necessary with its
counsel or counsel for the Company.
C.The Undersigned has been advised that the issuance of
such shares of Parent Common Stock to the Undersigned
pursuant to the Merger has been registered with the
Commission under the Act on a Registration Statement
on Form S-4. However, the Undersigned has also been
advised that, since at the time the Merger was
submitted for a vote of the shareholders of the
Company, the Undersigned may be deemed to have been
an affiliate of the Company and the distribution by
the Undersigned of shares of Parent Common Stock has
not been registered under the Act, the Undersigned
may not sell, transfer or otherwise dispose of such
shares of Parent Common Stock issued to it in the
Merger unless (i) such sale, transfer or other
disposition has been registered under the Act, (ii)
such sale, transfer or under other disposition is
made in conformity with Rule 145 promulgated by the
Commission under the Act, or (iii) in the opinion of
counsel reasonably acceptable to Parent, or as
provided in a "no action" letter obtained by the
Undersigned from the staff of the Commission, such
sale, transfer or other disposition is otherwise
exempt from registration under the Act.
D.The Undersigned understands that Parent is under no
obligation to register the resale, transfer or other
disposition of such shares of Parent Common Stock by
the Undersigned or on its behalf under the Act or to
take any other action necessary in order to make
compliance with an exemption from such registration
available.
E.The Undersigned also understands that unless the transfer
by the Undersigned of its shares of Parent Common
Stock has been registered under the Act or is a sale
made in conformity with the provisions of Rule 145 or
another applicable exemption from the registration
requirements under the Act, Parent reserves the right
to put the following legend on the certificates
issued to the Undersigned's transferee:
"THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND WERE
ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE
SECURITIES ACT OF
2
1933 APPLIES. THE SHARES MAY NOT BE
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE OR IN ACCORDANCE WITH AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
OF 1933."
It is understood and agreed that the legend set forth in paragraph E
above shall be removed by delivery of substitute certificates without
such legend if such legend is not required for purposes of the Act or
this Agreement. It is understood and agreed that such legend shall be
removed if Parent receives from the Undersigned either an opinion of
counsel (which opinion of counsel must be reasonably satisfactory to
Parent) or a "no action" letter obtained by the Undersigned from the
staff of the Commission, in either case to the effect that the
restrictions imposed by Rule 145 under the Act no longer apply.
Execution of this letter should not be considered an admission on the
Undersigned's part that the Undersigned is an "affiliate" of the
Company as described in the first paragraph of this letter or as a
waiver of any rights the Undersigned may have to object to any claim
that it is such an affiliate on or after the date of this letter.
Very truly yours,