EXHIBIT 99.5
FORM OF ELECTION/LETTER OF TRANSMITTAL
TO ELECT A FORM OF CONSIDERATION AND TO SURRENDER CERTIFICATES REPRESENTING,
OR TO TRANSFER BOOK-ENTRY FORM OF, SHARES OF STOCK
OF
OLSTEN CORPORATION
WHEN SURRENDERED OR TRANSFERRED PURSUANT TO AN ELECTION
IN CONNECTION WITH THE PROPOSED
MERGER OF OLSTEN CORPORATION WITH
A WHOLLY-OWNED SUBSIDIARY OF
ADECCO SA
This Form of Election/Letter of Transmittal is to be completed by
stockholders of Olsten Corporation ("Olsten") either if stock certificates (the
"Share Certificates") for shares of Olsten Common Stock, par value $.10 per
share (the "Olsten Common Stock"), and/or Olsten Class B Common Stock, par value
$.10 per share (the "Olsten Class B Common Stock" and, together with the Olsten
Common Stock, the "Olsten Shares"), are to be forwarded herewith or if delivery
of Olsten Shares is to be made by book-entry transfer to the account of Morgan
Guaranty Trust Company at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to book-entry transfer procedures, or if a guarantee of
delivery of such Share Certificates as provided herein, and all other required
documents, is to be delivered, in connection with the proposed merger of
Staffing Acquisition Corporation, a wholly-owned subsidiary of Adecco SA, with
and into Olsten (the "Merger"). This Form of Election/Letter of Transmittal must
be completed and delivered, together with the Olsten Share Certificates, to the
Exchange Agent by 4:00 p.m. New York City time on , 2000 by
stockholders of Olsten who wish to make an election regarding the type of
consideration they wish to receive for the Olsten Shares in the Merger.
THE EXCHANGE AGENT IS:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
BY OVERNIGHT:
Morgan Guaranty Trust Company of New York
c/o Colbent Management Corporate Reorganization
40 Campanelli Drive
Braintree, MA 02184
BY MAIL: BY FACSIMILE: BY HAND DELIVERY:
Morgan Guaranty Trust Company of New York (for eligible institutions Morgan Guaranty Trust Company of New York
only)
EquiServe Corporate Reorganization (781) 575-4826 c/o Securities Transfer and Reporting Service
P.O. Box 842007 (STARS)
Boston, MA 02284-2007 100 William Street, Galleria
New York, NY 10038
CONFIRM BY TELEPHONE:
(781) 575-4816
DELIVERY OF THIS FORM OF ELECTION/LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS FORM
OF ELECTION/LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 PROVIDED BELOW.
OLSTEN STOCKHOLDERS WHO EXERCISE APPRAISAL RIGHTS WITH RESPECT TO THEIR
OLSTEN SHARES WILL BE DEEMED TO HAVE ELECTED CASH, DESPITE ANY OTHER ELECTION
THEY HAVE MADE. EVEN IF AN OLSTEN STOCKHOLDER WITHDRAWS HIS OR HER DEMAND FOR
APPRAISAL RIGHTS AND ELECTS TO RECEIVE THE MERGER CONSIDERATION, SUCH OLSTEN
STOCKHOLDER WILL BE IRREVOCABLY DEEMED TO HAVE ELECTED CASH.
The instructions accompanying this Form of Election/Letter of Transmittal
should be read carefully before this Form of Election/Letter of Transmittal is
completed.
THE DEADLINE FOR MAKING AN ELECTION BY SUBMITTING THIS FORM OF ELECTION/LETTER
OF TRANSMITTAL,
TOGETHER WITH YOUR SHARE CERTIFICATES, IS 4:00 P.M., NEW YORK CITY
TIME, ON , 2000,
UNLESS EXTENDED (THE "ELECTION DEADLINE").
Olsten stockholders whose Share Certificates are not immediately available
or who cannot deliver their Share Certificates and other documents required
hereby to the Exchange Agent prior to 4:00 p.m., New York City time, on
, 2000, and who wish to make an Election must do so pursuant to the
guaranteed delivery procedure described below. See Instructions A2 and A5.
OLSTEN STOCKHOLDERS MUST CHOOSE TO MAKE AN ELECTION WITH RESPECT TO ALL OF
THE OLSTEN SHARES HELD BY THEM IF THEY WISH TO MAKE AN ELECTION WITH RESPECT TO
ANY OF THEIR SHARES. AN ELECTION WILL ONLY BE VALID IF ACCOMPANIED BY SHARE
CERTIFICATES, BOOK-ENTRY TRANSFER OF SHARES TO THE EXCHANGE AGENT OR A
GUARANTEED DELIVERY.
/ / CHECK HERE IF OLSTEN SHARES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
EXCHANGE AGENT, AND COMPLETE THE FOLLOWING (See
Instructions A2 and A5).
Name of Registered Holder(s):
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Window Ticket No. (if any):
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Date of Execution of Guarantee of Delivery (the date of the
Form of Election/Letter of Transmittal in which the
Guarantee of Delivery was executed):
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If delivered by book-entry transfer (assuming such procedure
is available), complete the following:
The Depository Trust Company Account Number:
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Transaction Code Number:
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/ / CHECK HERE IF OLSTEN SHARES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE
BOOK-ENTRY TRANSFER FACILITY, AND COMPLETE THE FOLLOWING
(See Instruction A2).
Name of Electing Institution:
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The Depository Trust Company Account Number:
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Transaction Code Number:
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2
BOX A
YOUR ELECTION
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TYPE OF ELECTION (SEE INSTRUCTIONS B1 AND B2) (1)
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CERTIFICATES ENCLOSED (ATTACH SEPARATE SIGNED LIST IF NECESSARY)
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SELECT ONE ONLY
Common
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Cash ADS Share No
Name(s) and Address(es) of Certificate Election Election Election Election
Registered Holder(s) Numbers* (2)(6) (3)(6) (4)(6) (5)
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Total Number
of Olsten
Shares
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(1) In addition to either cash, American Depositary Shares ("ADSs") of Adecco SA ("Adecco") or Adecco common shares,
you will also receive 0.25 of a share of common stock of Gentiva Health Services, Inc. ("Gentiva Health
Services"), a wholly-owned subsidiary of Olsten, per Olsten Share. Following the distribution of shares of common
stock of Gentiva Health Services, Gentiva Health Services will become an independent, publicly-owned company. No
fractional shares of common stock of Gentiva Health Services will be issued, and cash in lieu thereof will be
distributed.
(2) $8.75 in cash, without interest thereon, per Olsten Share. If holders of more than 50% of outstanding Olsten
Shares elect to receive cash, such holders electing to receive cash will receive instead a combination of cash and
Adecco ADSs.
(3) 0.12472 of an Adecco ADS per Olsten Share. ADSs are designed in particular for individuals who are resident in the
United States and Canada. Adecco ADSs trade in the United States. Dividends paid by Adecco to ADS holders are paid
in U.S. dollars. Residents of the United States and Canada should consult their financial advisors prior to
considering the Adecco common share option. If holders of more than 50% of outstanding Olsten Shares elect to
receive either Adecco ADSs or Adecco common shares, such holders electing to receive Adecco ADS or Adecco common
shares will receive instead a combination of cash and Adecco ADSs.
(4) Olsten stockholders who make this election will be entitled to receive one Adecco common share for every eight
Adecco ADSs such Olsten stockholders would otherwise be entitled to receive if they had made an ADS election.
Adecco common shares do not trade in the United States; they trade primarily in Switzerland and, therefore, Olsten
stockholders who elect to receive Adecco common shares might have difficulty holding and trading their Adecco
common shares. Additionally, Olsten stockholders who elect to receive Adecco common shares will receive future
dividends in Swiss francs and, in some cases, will need to have their coupons presented in Switzerland prior to
receiving payment. If holders of more than 50% of outstanding Olsten Shares elect to receive either Adecco ADSs or
Adecco common shares, such holders electing to receive Adecco ADS or Adecco common shares will receive instead a
combination of cash and Adecco ADSs. If you would prefer to receive Adecco common shares by book-entry transfer,
you must complete the box entitled "Special Common Share Delivery Instructions."
(5) Depending on what the other Olsten stockholders elect, you may receive all cash, all Adecco ADSs or a combination
of cash and Adecco ADSs.
(6) No fraction of an Adecco ADS or of an Adecco Common Share will be delivered in the merger. An Olsten stockholder
who has not made a Common Share Election and who would otherwise be entitled to receive a fraction of an Adecco
ADS shall be deemed, by completing and delivering this Form of Election/Letter of Transmittal, to have instructed
the Exchange Agent, as an agent of such Olsten stockholder, to sell such fractional ADS in a manner as the
Exchange Agent may, in its sole discretion, determine. An Olsten stockholder who has made a Common Share Election
and who would otherwise be entitled to receive a number of Adecco ADSs, had such Olsten stockholder made an ADS
Election, that is not a whole multiple of eight shall be deemed, by completing and delivering this Form of
Election/Letter of Transmittal, to have instructed the Exchange Agent, as agent of such Olsten stockholder, to
sell such Adecco ADSs (including fractions thereof) that would remain after delivering to such Olsten stockholder
a whole number of Adecco Common Shares instead of Adecco ADSs that such Olsten stockholder would have received had
such Olsten stockholder made an ADS Election, with such sale to be made in a manner as the Exchange Agent may, in
its sole discretion, determine.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS FORM OF ELECTION/LETTER OF TRANSMITTAL CAREFULLY.
* If you do not hold Share Certificates, please indicate and a book-entry
transfer will be made for you.
3
Ladies and Gentlemen:
In connection with the Merger, the undersigned hereby submits the Share
Certificates evidencing Olsten Shares listed above, or hereby transfers
ownership of such Share Certificates on the account books maintained by the
Book-Entry Transfer Facility, and elects ("Election"), subject to the
limitations set forth below, to have each Olsten Share represented by such Share
Certificates converted into, in addition to the right to receive 0.25 of a share
of common stock of Gentiva Health Services, (i) the right to receive $8.75 in
cash, without interest thereon (the "Cash Consideration"), or (ii) 0.12472 of an
Adecco ADS (the "ADS Consideration"), or (iii) the right to receive 0.01559 of
an Adecco common share (the "Common Share Consideration" and, together with the
ADS Consideration, the "Equity Consideration"), as indicated in Box A, or
(iv) by selecting "No Election" in Box A or by failing to make a selection in
Box A, the right to receive the form of merger consideration available to
nonelectors under the Merger Agreement (as defined below). It is understood
that, pursuant to the Merger Agreement (as defined below), the aggregate number
of Olsten Shares to be converted into the right to receive the Cash
Consideration and the aggregate number of Olsten Shares to be converted into the
right to receive the Equity Consideration will, in each case, be equal to 50% of
the total number of Olsten Shares issued and outstanding immediately prior to
the effective time of the Merger. In the event that the aggregate proportion of
Olsten Shares in respect of which Elections for the Cash Consideration and the
Equity Considerations differs, in each case, from 50% of the total number of
Olsten Shares issued and outstanding immediately prior to the effective time of
the Merger ("Oversubscription"), the aggregate Cash Consideration and the Equity
Consideration will be subject to proration in accordance with the procedure set
forth in the Merger Agreement. It is understood that the election is subject to
(A) issuance of a prorated combination of Cash Consideration and Equity
Consideration in the event of an Oversubscription, (B) the other terms of the
Agreement and Plan of Merger, dated August 17, 1999 (the "Merger Agreement"),
attached as Annex B of the Proxy Statement/Prospectus of Olsten and Adecco,
(C) automatic designation as having elected cash with respect to the Olsten
Shares held by the undersigned for which appraisal rights have been exercised
and (D) the accompanying instructions. See "The Merger Agreement--The Merger" in
the Proxy Statement/Prospectus. Olsten's acceptance of Olsten Shares delivered
pursuant to this Form of Election/Letter of Transmittal will constitute a
binding agreement among the undersigned and Olsten on the terms and subject to
the conditions of (A), (B), (C) and (D) listed above.
4
BY EXECUTING THIS FORM OF ELECTION/LETTER OF TRANSMITTAL, THE UNDERSIGNED
ACKNOWLEDGES THAT (1) THE UNDERSIGNED WILL BE DEEMED TO HAVE ELECTED CASH FOR
THE UNDERSIGNED'S OLSTEN SHARES FOR WHICH DEMAND FOR APPRAISAL RIGHTS HAS BEEN
EXERCISED PURSUANT TO SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE, DESPITE ANY ELECTION THE UNDERSIGNED HAS MADE OR DESPITE WITHDRAWAL OF
SUCH DEMAND BY THE UNDERSIGNED, AND (2) THE UNDERSIGNED HAS RECEIVED A COPY OF
SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.
ALTHOUGH THERE CAN BE NO ASSURANCE THAT A HOLDER OF OLSTEN SHARES WILL
RECEIVE THE CONSIDERATION THAT HE OR SHE ELECTS AS TO HIS OR HER OLSTEN SHARES,
A HOLDER OF OLSTEN SHARES HAVING A PREFERENCE TO RECEIVE A SPECIFIC FORM OF
CONSIDERATION FOR HIS OR HER OLSTEN SHARES SHOULD MAKE AN ELECTION. NONE OF
OLSTEN'S, ADECCO'S OR GENTIVA HEALTH SERVICES' BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION AS TO THE FORM OF CONSIDERATION OLSTEN STOCKHOLDERS SHOULD ELECT
TO RECEIVE IN THE MERGER. EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION
WITH RESPECT TO HIS OR HER ELECTION. IF A STOCKHOLDER MAKES NO ELECTION, OR
MAKES A NON-ELECTION, HE OR SHE WILL RECEIVE THE FORM OF CONSIDERATION NOT
ALLOCATED TO OLSTEN STOCKHOLDERS WHO DID ELECT THE FORM OF CONSIDERATION THEY
WISH TO RECEIVE IN THE MERGER AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS.
Failure of a holder of Olsten Shares to properly complete and return this
Form of Election/Letter of Transmittal together with his or her Share
Certificates, or with an appropriate guarantee of delivery herein of such Share
Certificates, to the Exchange Agent by the Election Deadline, or a holder of
Olsten Shares who cannot complete the procedure for delivery by book-entry
transfer on a timely basis, and who fails to comply with the election procedures
described in the Proxy Statement/Prospectus and this Form of Election/Letter of
Transmittal (including the instructions hereto) will result in such holder being
deemed to have selected "No Election" in Box A.
The undersigned authorizes and instructs you, as Exchange Agent, to deliver
the Share Certificates listed above and to receive on behalf of the undersigned,
in exchange for the Olsten Shares represented thereby, a certificate for the
shares of Gentiva Health Services common stock and any check for the cash and/or
any Adecco ADSs or Adecco common shares issuable in the Merger. If Share
Certificates are not delivered herewith, there is furnished herein a guarantee
of delivery of such Share Certificates from an Eligible Institution (as defined
herein). In addition, the undersigned authorizes and instructs you, as Exchange
Agent and as an agent for the undersigned, to sell Adecco ADSs as described in
footnote (6) of Box A and to distribute and deliver, in lieu of the Adecco ADSs
sold, a cash payment representing the undersigned's proportionate interest in
the net proceeds from such sale or sales of Adecco ADSs.
5
The undersigned represents and warrants that the undersigned has full power
and authority to surrender the Share Certificate(s) surrendered herewith or
transferred in book-entry form or covered by a guarantee of delivery, free and
clear of any liens, claims, charges or encumbrances whatsoever. The undersigned
understands and acknowledges that delivery of the Share Certificate(s) shall
pass only after the Exchange Agent has actually received the Share
Certificate(s). All questions as to the validity, form and eligibility of an
Election and surrender of Share Certificates hereunder shall be determined by
Olsten (which may delegate power in whole or in part to the Exchange Agent), and
such determinations shall be final and binding. The undersigned, upon request,
shall execute and deliver all additional documents deemed by the Exchange Agent
or Olsten to be necessary or desirable to complete the sale, assignment,
transfer, cancellation and retirement of the Olsten Shares delivered herewith.
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.
Unless otherwise indicated in the box entitled "Special Payment/Issuance
Instructions," please issue any check and/or register any Adecco ADSs and
Gentiva Health Services common stock in the name of the registered holder(s) of
the Olsten Shares appearing above under Box A herein. Similarly, unless
otherwise indicated in the box entitled "Special Delivery Instructions," please
mail any check and/or any Adecco ADSs and Gentiva Health Services common stock
to the registered holder(s) of the Olsten Shares at the address(es) of the
registered holder(s) appearing above under Box A herein. In the event that the
boxes entitled "Special Payment/Issuance Instructions" and "Special Delivery
Instructions" are both completed, please issue any check and/or Adecco ADSs and
Gentiva Health Services common stock or in the name(s) of, and mail such check
and such certificate to, the person(s) so indicated. If the common share
election has been made and the box entitled "Special Common Share Delivery
Instructions" has been completed, please issue any Adecco common shares in the
name(s) of, and mail such certificates to, the person(s) so indicated.
ADSs are designed in particular for individuals who are residents of the
United States and Canada. Any Olsten stockholder in this category should consult
his or her financial advisor prior to electing to receive Adecco common shares.
6
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SPECIAL PAYMENT/ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS A1 AND C3) (SEE INSTRUCTIONS A1 AND C3)
To be completed ONLY if the check is to be made To be completed ONLY if the check or Adecco ADSs
payable to, or Adecco ADSs* and Gentiva Health and Gentiva Health Services shares are to be
Services shares are to be registered in, the name mailed to someone other than the undersigned or
of someone other than the undersigned.+ to the undersigned at an address other than that
shown under Box A.+
Mail checks and/or certificate to:
Name: Name:
(Please Print) (Please Print)
Address: Address:
(Zip Code) (Zip Code)
Taxpayer Identification or Social Security Number
(See Substitute Form W-9)
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+ Adecco ADSs and Gentiva Health Services shares you receive in the merger must be registered in the
same name and delivered to the same address. It is not acceptable to request registration of your
Adecco ADSs in one name, and your Gentiva Health Services shares in another name. Likewise, your
Adecco ADSs cannot be sent to a different address than your Gentiva Health Services shares.
* Any election for a physical certificate will require the completion and submission of additional
documents prior to the delivery of Adecco common shares. These documents will be supplied to you upon
completion of the offer. This process could add delays to the receipt of your merger consideration.
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SPECIAL COMMON SHARE DELIVERY INSTRUCTIONS
(SEE INSTRUCTION C3)
To be completed ONLY if you have elected to receive Adecco common shares in Box A.
Physical/Certificated Form* Book-Entry Delivery**
(Full Name) (Sub-Custodian Name)
(Address) (Beneficial account name and number)
(Address) (Contact Name & Telephone Number at
sub-custodian)
(Address)
(Contact Name and Telephone Number)
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* Any election for a physical certificate will require the completion and submission of additional
documents prior to the delivery of Adecco common shares. These documents will be supplied to you upon
completion of the offer. This process could add delays to the receipt of your merger consideration.
** Deliveries in book-entry will be made free of payment. Sub-Custodians are required to pre-match
instructions (i.e. quantity of shares, delivery date).
7
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SIGNATURE
SIGN HERE:
Name(s):
(Please Print)
Signature(s) of Owner(s)
Must be signed by registered owner(s) exactly as Name(s):
name(s) appear(s) on stock certificate(s) or by
person(s) authorized to become registered
holder(s) by certificates and documents (Area Code and Telephone Number)
transmitted herewith. If signature is by
attorney, executor, administrator, trustee or
guardian or others acting in a fiduciary (Payee Taxpayer Identification or Social Security
capacity, set forth full title and see Number)
Instruction C2. Dated:
SIGNATURE GUARANTEE
If you have filled out the Special Name of
Payment/Issuance Instructions above or have Guarantor
requested in the Special Common Share Delivery
Instructions above that the Adecco common shares
issuable be registered, issued or delivered to a
person other than the registered holder of the
Share Certificates surrendered herewith, you must
have your signatures medallion guaranteed by an
Eligible Institution. (See Instructions A1, C2
and C3.)
Date: Signature(s)
Apply Signature Medallion: Guaranteed:
(Authorized signature required)
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8
GUARANTEE OF DELIVERY
If certificates for Olsten Shares are not available prior to the Election
Deadline, the following Guarantee may be completed by an Eligible Institution
and the election made herein will be valid if such certificates, together with a
completed Form of Election/Letter of Transmittal, are received by the Exchange
Agent within three trading days after the date of execution hereof.
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States,
hereby guarantees that, within three New York Stock Exchange trading days from
the date of this Form of Election/Letter of Transmittal, certificates
representing the Olsten Shares covered hereby in proper form for transfer and
any required documents, together with a completed Form of Election/Letter of
Transmittal, will be deposited by the undersigned with the Exchange Agent. IF
YOU COMPLETE THIS GUARANTEE OF DELIVERY, YOU WILL NEED A SIGNATURE GUARANTEE BY
AN ELIGIBLE INSTITUTION. SEE GENERAL INSTRUCTIONS A1 AND A6.
The undersigned acknowledges that it must deliver the Olsten Shares covered
hereby to the Exchange Agent within the time period set forth above and that
failure to do so could result in financial loss to the undersigned.
Dated: ---------------------------------------- -------------------------------------------------
(Firm--Please Print)
Number of Olsten Shares: ------------------------ -------------------------------------------------
(Authorized Signature)
If Olsten Shares will be delivered by book-entry
transfer, provide the Depository Trust Company
account number: -------------------------------- -------------------------------------------------
(Address)
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(Area Code and Telephone Number)
IMPORTANT TAX INFORMATION
Under federal income tax law, an Olsten stockholder whose Olsten Shares are
exchanged for merger consideration is required to provide the Exchange Agent (as
payor) with his or her current taxpayer identification number ("TIN") on
Substitute Form W-9 below or otherwise establish a basis for exemption from
backup withholding. If the stockholder is an individual, the TIN is his or her
Social Security number. If the Exchange Agent is not provided with the correct
TIN, the stockholder or other payee may be subject to a $50 penalty imposed by
the Internal Revenue Service, and the exchange of Olsten Shares for merger
consideration may be subject to backup withholding. Failure to comply truthfully
with the backup withholding requirements also may result in the imposition of
severe criminal and/or civil fines and penalties.
Certain Olsten stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt stockholders should indicate their exempt status
on a Substitute Form W-9. A foreign person, including entities, may qualify as
an exempt recipient by submitting to the Exchange Agent a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to that holder's foreign status. A Form W-8 can be obtained from the Exchange
Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments to the Olsten stockholder or other payee. Backup withholding
is not an additional federal income 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 from the Internal Revenue Service.
9
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on the exchange of Olsten Shares for merger
consideration, the Olsten stockholder is required to notify the Exchange Agent
of his or her current TIN by competing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that the stockholder is awaiting
a TIN), and that (i) the stockholder has not been notified by the Internal
Revenue Service that he or she is subject to backup withholding as a result of
failure to report all interest or dividends or (ii) the Internal Revenue Service
has notified the stockholder that he or she is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
Olsten stockholders are required to give the Exchange Agent the TIN (E.G.,
Social Security number or employer identification number) of the registered
owner of the Olsten Shares. If the Olsten Shares are registered in more than one
name or are not held 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.
10
PAYOR'S NAME: MORGAN GUARANTY TRUST COMPANY OF NEW YORK
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Name as shown above on account (if joint account, list first and circle the name of the person or entity whose number you enter
below).
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Address (if stockholder does not complete, signature below will constitute a certification that the address shown earlier is
correct).
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City, State, and Zip code.
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SUBSTITUTE PART I--Enter your taxpayer Social Security Number
FORM W-9 identification number to the right. For or Employer Identification Number
DEPARTMENT OF THE TREASURY most individuals, this is your Social ---------------------------------------
INTERNAL REVENUE SERVICE Security number. If you do not have a If you do not have a TIN, but are
PAYOR'S REQUEST FOR number, see "Obtaining a Number" in the awaiting one, write "Applied For" in
TAXPAYER IDENTIFICATION NUMBER (TIN) enclosed Guidelines. the space above for the TIN and sign
Note: If the account is in more than one and date below.
name, see the chart on page 1 of the
enclosed Guidelines on which number to
give the payer.
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PART II--For payees exempt from backup withholding, please indicate exempt status
here, see the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 and complete as instructed under "Important Tax
Information" above. / /
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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),
(2) I am not subject to backup withholding either because 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 the IRS has
notified me that I am no longer subject to backup withholding, and
(3) Any other information provided on this form is true and correct.
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CERTIFICATE INSTRUCTIONS. You must cross CERTIFICATE OF AWAITING TAXPAYER
out item (2) above if you have been IDENTIFICATION NUMBER
notified by the IRS that you are subject I certify under penalties of perjury
to backup withholding because of that a taxpayer identification number
underreporting interest or dividends on has not been issued to me, and either
your tax return. However, if after being (a) I have mailed or delivered an
notified by the IRS that you were subject application to receive a taxpayer
to backup withholding you received identification number to the
another notification from the IRS stating appropriate Internal Revenue Service
that you are no longer subject to backup Center or Social Security Office or
withholding, do not cross out item (2). (b) I intend to mail or deliver an
(Also see the enclosed Guidelines for application in the near future. I
Certification of Taxpayer Identification understand that if I do not provide a
Number on Substitute Form W-9). taxpayer identification number within
SIGNATURE ------------------------- sixty (60) days, 31% of any cash
DATE------------------------------- payments made to me thereafter may be
withheld until I provide a number.
---------------------------------------
Signature Date
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND
BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT
TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
IF YOU WROTE "APPLIED FOR" IN THE SPACE FOR THE TIN ABOVE.
11
INSTRUCTIONS
A. FORM OF ELECTION/LETTER OF TRANSMITTAL
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Form of Election/ Letter of Transmittal must be guaranteed by
an eligible guarantor institution pursuant to Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended (generally a firm which is a bank,
broker, dealer, credit union, savings association, or other entity that is a
member in good standing of the Securities Transfer Agent's Medallion Program)
(an "Eligible Institution"). No signature guarantee is required on this Form of
Election/Letter of Transmittal if this Form of Election/Letter of Transmittal is
signed by the registered holder(s) of Olsten Shares delivered herewith, unless
such holder(s) has completed either (i) the box entitled "Special Delivery
Instructions," (ii) the box entitled "Special Payment/Issuance Instructions,"
(iii) the box entitled "Special Common Share Delivery Instructions" or (iv) the
section entitled "Guarantee of Delivery." If a Share Certificate is registered
in the name of a person other than the signer of this Form of Election/Letter of
Transmittal, or if checks or certificates are to be payable to the order of or
registered in the name of a person other than the registered holder(s), then the
Share Certificate 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 Share Certificate, with the signature(s) on the Share
Certificate or stock powers guaranteed as described above.
2. DELIVERY OF FORM OF ELECTION AND CERTIFICATES. This Form of
Election/Letter of Transmittal is to be used either if Share Certificates are to
be forwarded herewith, if Olsten Shares are to be delivered by book-entry
transfer pursuant to book-entry transfer procedures or if delivery of Olsten
Shares is to be guaranteed. Share Certificates evidencing all delivered Olsten
Shares or confirmation of a book-entry transfer of such Olsten Shares, if such
procedure is available, into the Exchange Agent's account at the Book-Entry
Transfer Facility pursuant to book-entry transfer procedures together with a
properly completed and duly executed Form of Election/Letter of Transmittal (or
facsimile thereof) with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message, as defined below) or a completed
Guarantee of Delivery contained herein and any other documents required by this
Form of Election/Letter of Transmittal, must be received by the Exchange Agent
at its address set forth on the reverse hereof prior to the Election Deadline.
If Share Certificates are forwarded to the Exchange Agent in multiple
deliveries, a properly completed and duly executed Form of Election/Letter of
Transmittal must accompany each such delivery. The term "Agent's Message" means
a message, transmitted by the Book-Entry Transfer Facility to, and received by,
the Exchange Agent and forming a part of a book-entry confirmation, which states
that such Book-Entry Transfer Facility has received an express acknowledgment
from the participant in such Book-Entry Transfer Facility delivering the Olsten
Shares, that such participant has received and agrees to be bound by the terms
of this Form of Election/Letter of Transmittal and that Adecco and Olsten may
enforce the agreement against the participant and deem the participant as having
elected cash if the participant has exercised appraisal rights.
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Record holders of Olsten Shares who are nominees only should submit a
separate Form of Election/Letter of Transmittal for each beneficial owner for
whom the holder is a nominee; provided, however, that at the request of the
Exchange Agent, such holder shall certify to the satisfaction of the Exchange
Agent that the record holder holds the Olsten Shares as nominee for the
beneficial owner thereof. Each beneficial owner for which a Form of
Election/Letter of Transmittal is submitted will be treated as a separate holder
of Olsten Shares.
Olsten stockholders whose Forms of Election/Letters of Transmittal and
(i) Share Certificates or (ii) notice of delivery under guarantee are not
received prior to the Election Deadline or who cannot timely complete the
procedure for delivery by book-entry transfer will be deemed not to have elected
a form of consideration to be received in the Merger.
THE METHOD OF DELIVERY OF THIS FORM OF ELECTION/LETTER OF TRANSMITTAL
(INCLUDING, IF APPLICABLE, THE SECTION ENTITLED "GUARANTEE OF DELIVERY"), SHARE
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE
OLSTEN STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE EXCHANGE AGENT. 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.
3. INADEQUATE SPACE. If the space provided under Box A herein is
inadequate, the Share Certificate numbers, the number of Olsten Shares evidenced
by the Share Certificates and the number of Olsten Shares delivered should be
listed on a separate schedule and attached hereto.
4. TERMINATION OF MERGER AGREEMENT. If the Exchange Agent is notified in
writing by Adecco or Olsten that the Merger Agreement has been terminated, all
Elections will be automatically revoked and Share Certificates will be promptly
returned to the persons who have submitted them.
5. GUARANTEE OF DELIVERY. Holders whose Share Certificate(s) is (are) not
immediately available or holders who cannot timely complete the procedure for
delivery by book-entry transfer may deliver the Olsten Shares and may also make
an effective election by (a) completing Box A, having the box entitled
"Guarantee of Delivery" herein properly completed and duly executed with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message and delivering such documents to the Exchange Agent prior to the
Election Deadline) and (b) delivering their Share Certificates, in proper form
for transfer, or a confirmation of a book-entry transfer of the Olsten Shares,
if such procedure is available, into the Exchange Agent's account at the
Book-Entry Transfer Facility within three New York Stock Exchange trading days
after the date of execution hereof. In addition, at the time the Share
Certificate(s) (or the Olsten Shares pursuant to a book-entry transfer) are
delivered pursuant to the Guarantee of Delivery, the guarantor must submit to
the Exchange Agent another Form of Election/Letter of Transmittal with only the
section entitled "Notice of Delivery under Guarantee" properly completed (or
must otherwise provide such information to the Exchange Agent). If the guarantor
fails to deliver the Share Certificate(s) (or the Olsten Shares by book-entry
transfer) in accordance with the guaranteed delivery procedures contained
herein, without limitation of any other recourse, any purported election with
respect to the Olsten Shares subject to such guarantee will be void.
6. EFFECT OF EXERCISE OF APPRAISAL RIGHTS. An Olsten stockholder who
validly exercises appraisal rights will be deemed to have elected cash with
respect to such Olsten shares, despite any other election such Olsten
stockholder has made.
7. IRREVOCABLE ELECTION. Other than with respect to Olsten Shares held by
an Olsten stockholder who has made a demand for appraisal for such Olsten
Shares, the first valid election of form of merger consideration received by the
Exchange Agent with respect to Olsten Shares held by an Olsten stockholder,
regardless of the order in which the Elections of such Olsten stockholder were
mailed, will be the irrevocable election of form of merger consideration with
respect to such Olsten Shares and will not be subject to withdrawal, amendment
or revocation. An Olsten stockholder who has made a demand for appraisal with
respect to Olsten Shares held by such Olsten stockholder will be deemed to have
elected to receive the Cash Consideration regardless of any other election such
Olsten stockholder may make.
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B. ELECTION AND ALLOCATION PROCEDURES
1. ELECTIONS. By completing Box A above and completing this Form of
Election/Letter of Transmittal in accordance with the instructions hereto and
submitting Share Certificates, an Olsten stockholder will be permitted to make
an Election with respect to all of the Olsten Shares held by such holder;
provided, however, that in order to make an Election with respect to any Olsten
Shares held by the holder, the same Election must be made with respect to all
Olsten Shares held by such holders.
The deadline for submitting this Form of Election/Letter of Transmittal to
the Exchange Agent is 4:00 p.m., New York City time, on , 2000,
unless extended. Adecco and Olsten may extend the Election Deadline to a later
date so long as such later date is no later than the date on which the Merger is
consummated. If the Election Deadline is extended, Olsten will announce such
determination or extension in a news release delivered to the Dow Jones News
Service.
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Failure of a holder of Olsten Shares to properly complete and return this
Form of Election/Letter of Transmittal together with his or her Share
Certificates, or with an appropriate guarantee of delivery of Share Certificates
as provided herein, to be received by the Election Deadline, or a holder of
Olsten Shares who cannot timely complete the procedure for delivery by
book-entry transfer and who fails to comply with the election procedures
described in the Proxy Statement/Prospectus and this Form of Election/Letter of
Transmittal (including the instructions hereto) may cause each of such holder's
Olsten Shares to be treated as having selected "No Election" under Box A and the
holder's Olsten Shares shall be converted into the right to receive the form of
consideration to be received by Olsten stockholders who selected "No Election,"
without regard to the preference of the holder of Olsten Shares.
2. ELECTION PROCEDURES/ALLOCATION. As set forth in the Proxy
Statement/Prospectus, the number of Olsten Shares to be converted into the right
to receive Cash Consideration and the number of Olsten Shares to receive Equity
Consideration in the Merger, shall, in each case, be equal to 50% of the total
number of Olsten Shares issued and outstanding immediately prior to the
Effective Time of the Merger. In the event of an Oversubscription, the aggregate
Cash Consideration and the Equity Consideration will be subject to proration in
accordance with the procedure set forth in the Merger Agreement and in the Proxy
Statement/Prospectus under the section "The Merger--The Merger Agreement."
BECAUSE OF THE LIMITATIONS ON THE NUMBER OF OLSTEN SHARES TO BE CONVERTED INTO
THE RIGHT TO RECEIVE CASH CONSIDERATION AND EQUITY CONSIDERATION UNDER THE
ELECTION AND ALLOCATION PROCEDURES DESCRIBED HEREIN AND IN THE PROXY
STATEMENT/PROSPECTUS, NO ASSURANCE CAN BE GIVEN THAT HOLDERS OF OLSTEN SHARES
WILL RECEIVE THEIR REQUESTED FORM OF MERGER CONSIDERATION.
No certificate representing fractional Adecco ADSs, fractional Adecco common
shares or fractional shares of Gentiva Health Services common stock will be
delivered. The Exchange Agent will remit cash without interest in lieu of such
fractions. No Olsten stockholder shall be entitled to dividends, voting rights
or other rights in respect of any fractional shares.
A more complete description of the election and allocation procedures is set
forth in the Proxy Statement/ Prospectus under "The Merger--The Merger
Agreement" and "Information Concerning the Olsten Special Meeting--Election,
Exchange and Payment Procedures." All Elections are subject to compliance with
the election procedures provided for in the Merger Agreement, as amended. In
connection with making an Election, an Olsten stockholder should read carefully,
among other matters, the description and statement of the information contained
in the Proxy Statement/Prospectus under "Material U.S. Federal Income Tax
Consequences of the Merger and the Split-Off."
C. RECEIPT OF MERGER CONSIDERATION, SIGNATURES, SPECIAL INSTRUCTIONS, TAXES AND
ADDITIONAL COPIES
1. RECEIPT OF MERGER CONSIDERATION. As soon as practicable after the
Effective Time, checks and/or Adecco ADSs or common shares, in each case,
together with certificates for shares of Gentiva Health Services common stock,
will be distributed to those holders who are entitled thereto and who have
surrendered their Share Certificates to the Exchange Agent for cancellation.
2. SIGNATURES ON FORM OF ELECTION/LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Form of Election/Letter of Transmittal is signed by the
registered holder(s) of the Olsten Shares delivered herewith, the signature(s)
must correspond with the name(s) as written on the face of the Share
Certificates evidencing the Olsten Shares without altercation, enlargement or
any other change whatsoever.
If any Olsten Share delivered herewith is owned of record by two or more
persons, all such persons must sign this Form of Election/Letter of Transmittal.
If any of the Olsten Shares delivered herewith are registered in the names
of different holders, it will be necessary to complete, sign and submit as many
separate Forms of Election/Letters of Transmittal as there are different
registrations of such Olsten Shares.
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If this Form of Election/Letter of Transmittal is signed by the registered
holder(s) of the Olsten Shares delivered herewith, no endorsements of Share
Certificates or separate stock powers are required, unless checks are to be
payable to the order of, or Adecco ADSs or Gentiva Health Services common stock
are to be registered in the name of, a person other than the registered
holder(s), in which case the Share Certificate(s) evidencing the Olsten Shares
delivered herewith 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 Form of Election/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, the person should so indicate when signing, and
proper evidence satisfactory to Olsten and Adecco of such person's authority so
to act must be submitted.
3. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If any check is to be payable
to the order of, or any Adecco ADSs or common shares or Gentiva Health Services
common stock registered in the name of, a person other than the person(s)
signing this Form of Election/Letter of Transmittal or if such checks or such
certificates are to be sent to someone other than the person(s) signing this
Form of Election/Letter of Transmittal or to the person(s) signing this Form of
Election/Letter of Transmittal but at an address other than that shown in Box A
herein, the appropriate boxes on this Form of Election/Letter of Transmittal
must be completed.
4. STOCK TRANSFER TAXES. Adecco will bear the liability for any state stock
transfer taxes applicable to the issuance and delivery of checks and
certificates of Adecco ADSs or Adecco common shares in connection with the
Merger, Gentiva Health Services will bear the liability for any state stock
transfer taxes applicable to the issuance and delivery of certificates of shares
of Gentiva Health Services common stock in the Merger; provided, however, that
if any such check or certificate is to be issued in a name other than that in
which the Share Certificates surrendered in exchange therefor are registered, it
shall be a condition of such exchange that the person requesting such exchange
shall pay the amount of any stock transfer taxes (whether imposed on the
registered holder or such person), payable on account of the transfer to such
person, to the Exchange Agent or satisfactory evidence of the payment of such
taxes, or exemption therefrom, shall be submitted to the Exchange Agent before
any such check or certificate is issued. EXCEPT AS PROVIDED IN THIS INSTRUCTION
C4, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE
CERTIFICATES EVIDENCING THE OLSTEN SHARES DELIVERED HEREWITH.
5. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Exchange Agent at its address or telephone number set
forth above. Additional copies of the Proxy Statement/Prospectus, this Form of
Election/Letter of Transmittal, and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be obtained from the Exchange
Agent or from brokers, dealers, commercial banks or trust companies.
6. TAXPAYER IDENTIFICATION NUMBER. Each Olsten stockholder is required to
provide the Exchange Agent with his or her correct taxpayer identification
number ("TIN"), his or her Social Security or federal employer identification
number, on Substitute Form W-9, which is provided herein, or alternatively, to
establish another basis for exemption from backup withholding. If the Olsten
stockholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future, such stockholder must write "Applied For" in
the space reserved for the TIN and sign and date the space in the box entitled
"Certificate of Awaiting Taxpayer Identification Number." An Olsten stockholder
must cross out item (2) in the Certification box on Substitute Form W-9 if the
stockholder is subject to backup withholding. Failure to provide the information
on the form may subject the Olsten stockholder to 31% federal income tax backup
withholding on the cash payment of merger consideration to such stockholder or
other payee. If the Exchange Agent is not provided with a TIN within 60 days and
an exemption from back-up withholding has not otherwise been established,
thereafter the Exchange Agent will withhold 31% from all such cash payments with
respect to the Olsten Shares to be exchanged until a TIN is provided to the
Exchange Agent.
7. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any Share
Certificate(s) representing Olsten Shares has been lost, destroyed or stolen,
the Olsten stockholder should promptly notify ChaseMellon Shareholder Services
L.L.C., the transfer agent for Olsten, at Lost Securities Department,
P.O. Box 3317, South Hackensack, New Jersey 07606-1917. Olsten stockholders who
reside within the United States may call (800) 851-9677 for assistance, and
Olsten stockholders who do not reside within the United States may call
(201) 296-8666. The Olsten stockholder will then be instructed as to the steps
that must be taken in order to replace the Share Certificate(s). This Form of
Election/Letter of Transmittal and related documents cannot be processed until
the procedures for replacing lost or destroyed Share Certificates have been
followed.
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