LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE COMMON STOCK)
OF
OEA, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 24, 2000
BY
OEA MERGER CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
AUTOLIV, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, APRIL 24, 2000,
UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
BY HAND: BY MAIL: BY OVERNIGHT COURIER:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Attention: Corporate Actions Attention: Corporate Actions Attention: Corporate Actions
c/o Securities Transfer and Suite 4660 Suite 4660
Reporting Services Inc. P.O. Box 2565 525 Washington Boulevard
100 William Jersey City, NJ 07303-2565 Jersey City, NJ 07310
Street--Galleria J
New York, NY 10038
FOR INFORMATION CALL:
(800) 251-4215
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES
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.
DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) Share Certificate(s) and Share(s)
(Please Fill in Exactly as Name(s) Appears on Share Tendered
Certificate(s)) (Attach Additional List If Necessary)
Shares
Share Represented by Number of
Certificate Share Shares
Number(s)* Certificate(s)* Tendered**
Total Shares
* Need not be completed by stockholders tendering by
book-entry transfer.
** Unless otherwise indicated, all Shares represented by
certificates delivered to the Depositary will be deemed to
have been tendered.
See Instruction 4.
IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN PLEASE
SEE INSTRUCTION 8.
This Letter of Transmittal is to be completed by stockholders either if
certificates representing Shares (as defined below) are to be forwarded herewith
or, unless an Agent's Message (as defined in Instruction 2) is utilized, if
delivery is to be made by book-entry transfer to the account maintained by the
Depositary at The Depository Trust Company ("DTC") pursuant to the procedures
set forth in Section 2 of the Offer to Purchase dated March 24, 2000 (the "Offer
to Purchase"). Stockholders whose certificates are not immediately available, or
who cannot deliver their certificates or confirmation of the book-entry transfer
of their Shares into the Depositary's account at DTC ("Book-Entry Confirmation")
and all other documents required hereby to the Depositary on or prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase), must tender
their Shares according to the guaranteed delivery procedures set forth in
Section 2 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO
DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
DEPOSITARY AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
Account Number Transaction Code Number
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holders(s):
Window Ticket Number (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution that Guaranteed Delivery:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to OEA Merger Corporation, a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of
Autoliv, Inc., a Delaware corporation ("Parent"), the above-described shares of
common stock, par value $0.10 per share, including the associated rights to
purchase shares of common stock (collectively, the "Shares"), of OEA, Inc. (the
"Company"), pursuant to Purchaser's offer to purchase all of the outstanding
Shares at a price of $10.00 per Share, net to the tendering stockholder in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated March 24, 2000 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, including any amendments
or supplements thereto collectively constitute the "Offer"). Purchaser reserves
the right to transfer or assign, in whole or from time to time in part, to one
or more of its affiliates or subsidiaries, the right to purchase Shares tendered
pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer, the undersigned hereby sells, assigns, and transfers
to, or upon the order of, Purchaser all right, title and interest in, to and
under all of the Shares that are being tendered hereby (and any and all
dividends, distributions and all other Shares or other securities or rights
issued or issuable in respect thereof on or after March 24, 2000) and
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (and any such
other Shares or securities or rights), with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) deliver certificates representing such Shares (and any such
other Shares or securities or rights), or transfer ownership of such Shares (and
any such other Shares or securities or rights) on the account books maintained
by DTC, together in either such case with all accompanying evidences of transfer
and authenticity, to or upon the order of Purchaser upon receipt by the
Depositary, as the undersigned's agent, of the purchase price (adjusted, if
appropriate, as provided in the Offer to Purchase), (b) present such Shares (and
any such other Shares or securities or rights) for registration and transfer on
the books of the Company, and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares (and any such other Shares or
securities or rights), all in accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints Jorgen Svensson, Michael
Anderson and any other designee of Purchaser, the attorneys-in-fact and proxies
of the undersigned, each with full power of substitution and resubstitution, to
vote in such manner as each such attorney-in-fact and proxy or his substitute
shall, in his sole discretion, deem proper, and otherwise act (including
pursuant to written consent) with respect to all the Shares tendered hereby
which have been accepted for payment by Purchaser prior to the time of such vote
or action (and any and all dividends, distributions and all other Shares or
securities or rights issued or issuable in respect thereof on or after
March 24, 2000), which the undersigned is entitled to vote at any meeting of
stockholders (whether annual or special and whether or not an adjourned meeting)
of the Company, or by consent in lieu of any such meeting, or otherwise. This
proxy and power of attorney is coupled with an interest in the Shares tendered
hereby, is irrevocable, is granted in consideration of, and is effective upon,
the acceptance for payment of such Shares (and any such other Shares or
securities or rights) by Purchaser in accordance with the terms of the Offer.
Such acceptance for payment shall revoke all prior proxies granted by the
undersigned at any time with respect to such Shares (and any such other Shares
or securities or rights) and no subsequent proxies will be given (and if given
will be deemed to be ineffective) with respect thereto by the undersigned. The
undersigned acknowledges that in order for Shares to be deemed validly tendered,
immediately upon the acceptance for payment of such Shares, Purchaser or
Purchaser's designee must
3
be able to exercise full voting and other rights of a record and beneficial
holder with respect to such Shares.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any and all dividends, distributions and all other Shares or
securities or rights issued or issuable in respect thereof on or after
March 24, 2000), and that, when the same are accepted for payment by Purchaser,
Purchaser will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances and the same will not be
subject to any adverse claim. The undersigned, upon request, will execute and
deliver any additional documents deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby (and any such other Shares or securities or rights).
No authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall be affected by, and all such authority shall survive, the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned. Except as stated in
the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 2 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions of the Offer. The
undersigned recognizes that, under certain circumstances set forth in the Offer
to Purchase, Purchaser may not be required to accept for payment any of the
Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates
representing Shares not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any certificates
representing Shares not tendered or accepted for payment (and accompanying
documents, as appropriate) to the registered holder(s) appearing under
"Description of Shares Tendered" at the address shown below such registered
holder(s) name(s). In the event that either or both the Special Delivery
Instructions and the Special Payment Instructions are completed, please issue
the check for the purchase price and/or return any certificates representing
Shares not tendered or accepted for payment in the name(s) of, and deliver such
check and/or return such certificates to, the person or persons so indicated.
Stockholders tendering Shares by book-entry transfer may request that any Shares
not accepted for payment be returned by crediting such stockholder's account
maintained at DTC. The undersigned recognizes that Purchaser has no obligation
pursuant to the "Special Payment Instructions" to transfer any Shares from the
name of the registered holder(s) thereof if Purchaser does not accept for
payment any of the Shares so tendered hereby.
4
-------------------------------------------SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased (less the amount of any federal income and backup withholding tax
required to be withheld) or certificates for Shares not tendered or not
purchased are to be issued in the name of someone other than the
undersigned.
Issue: / / check
/ / certificate(s) to:
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Address: _______________________________________________________________________
________________________________________________________________________________
(ZIP CODE)
________________________________________________________________________________
(TAXPAYER IDENTIFICATION NO.)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased (less the amount of any federal income and backup withholding tax
required to be withheld) or certificates for Shares not tendered or not
purchased are to be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown below the undersigned's
signature(s).
Mail: / / check
/ / certificate(s) to:
Name: __________________________________________________________________________
(PLEASE PRINT)
Address: _______________________________________________________________________
________________________________________________________________________________
(ZIP CODE)
________________________________________________________________________________
(TAXPAYER IDENTIFICATION NO.)
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5
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Signature(s) of Owners
Dated ___________________, 2000
Name(s) ____________________________________________________________________
____________________________________________________________________________
(Please Print)
Capacity (Full Title) ______________________________________________________
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone Number ( )________________________________
(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, agent, officer of a corporation or other person
acting in a fiduciary or representative capacity, please set forth full
title and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED; SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW:
Authorized Signature(s) ____________________________________________________
Name _______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _____________________________________________
Dated __________________, 2000
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6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
(1) GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of this document,
shall include any participant in DTC whose name appears on a security position
listing as the owner of Shares) tendered herewith, unless such holder has
completed the box entitled "Special Payment Instructions" on this Letter of
Transmittal, or (ii) if such Shares are tendered for the account of a firm that
is a member in good standing of the Security Transfer Agent's Medallion Program
(each being hereinafter referred to as an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.
(2) DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by stockholders either if certificates
representing Shares are to be forwarded herewith to the Depositary or, unless an
Agent's Message (as defined below) is utilized, if tenders of Shares are to be
made pursuant to the procedures for delivery by book-entry transfer set forth in
Section 2 of the Offer to Purchase. Certificates representing all physically
tendered Shares, or any book-entry confirmation of Shares, as the case may be,
together with a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), with any required signature guarantees, (or,
in connection with a book-entry transfer, an Agent's Message) and any other
documents required by this Letter of Transmittal must be received by the
Depositary at one of its addresses set forth herein on or prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase). If a
stockholder's certificate(s) representing Shares are not immediately available
(or the procedure for the book-entry transfer cannot be completed on a timely
basis) or time will not permit all required documents to reach the Depositary on
or prior to the Expiration Date, such stockholder's Shares may nevertheless be
tendered if the procedures for guaranteed delivery set forth in Section 2 of the
Offer to Purchase are followed. 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 provided
by Purchaser, must be received by the Depositary on or prior to the Expiration
Date, and (iii) the certificates representing all tendered Shares, in proper
form for transfer, or Book-Entry Confirmation of Shares, as the case may be, in
each case together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), with any required
signature guarantees (or, in connection with a book-entry transfer, an Agent's
Message) and any other documents required by this Letter of Transmittal, must be
received by the Depositary within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed Delivery, all as
provided in Section 2 of the Offer to Purchase. The term "Agent's Message" means
a message transmitted through electronic means by DTC to, and received by, the
Depositary and forming a part of a Book-Entry Confirmation, which states that
DTC has received an express acknowledgment from the DTC participant tendering
the Shares that such participant has received, and agrees to be bound by, this
Letter of Transmittal.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATE(S)
REPRESENTING SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH
DTC, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER. THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal (or a manually signed facsimile thereof), waive any
right to receive any notice of the acceptance of their Shares for payment.
(3) INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
7
(4) PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER SHARES BY
BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any
certificate submitted are to be tendered, fill in the number of Shares that are
to be tendered in the box entitled "Number of Shares Tendered." In such case,
new certificate(s) representing the remainder of the Shares that were
represented by the old certificate(s) will be sent to the registered holder(s),
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the Expiration Date. All Shares represented by
certificate(s) 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 the Shares
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face(s) of the certificate(s) without alteration, enlargement or
any change whatsoever. If any of the Shares tendered hereby are owned of record
by two or more joint owners, all such owners must sign this Letter of
Transmittal. If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and tendered hereby, no endorsements of certificates or separate
stock powers are required, unless payment or certificates for Shares not
tendered or accepted for payment are to be issued to a person other than the
registered holder(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or stock powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
Purchaser of such person's authority so to act must be submitted.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered 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 on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution, unless the signature is that of an Eligible Institution.
(6) STOCK TRANSFER TAXES. Except as set forth in this Instruction 6,
Purchaser will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale of purchased Shares to it or its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
certificates representing 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 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) payable
on account of the transfer to such person will be deducted from the purchase
price, unless satisfactory evidence of the payment of such taxes or exemption
therefrom is submitted.
(7) SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check and/or
certificates representing Shares not tendered or accepted for payment are to be
issued in the name of a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Stockholders tendering Shares by book-entry
transfer may request that Shares not accepted for payment be credited to such
account maintained at DTC as such stockholder may designate herein. If no such
instructions are given, such Shares not accepted for payment will be returned by
crediting the account at DTC designated above.
(8) LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly contact LaSalle Bank N.A., which is the Company's transfer agent, by
calling 1-800-246-5761. The stockholder will then be instructed as to the
8
steps that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen certificates have been followed.
(9) WAIVER OF CONDITIONS. The conditions to the Offer may be waived by
Purchaser, in whole or in part, at any time and from time to time in Purchaser's
sole discretion (subject to the provisions of the Merger Agreement referred to
in the Offer to Purchase).
(10) TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. U.S. federal
income tax law generally requires that a shareholder tendering Shares pursuant
to the Offer must provide the Depositary (the "Payor") with his correct Taxpayer
Identification Number ("TIN"), which, in the case of a shareholder who is an
individual, is his social security number. If the Payor is not provided with the
correct TIN or an adequate basis for an exemption, such shareholder may be
subject to a $50 penalty imposed by the Internal Revenue Service and backup
withholding at the rate of 31% 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 shareholder must provide his
correct TIN by completing the "Substitute Form W-9" set forth herein, which
requires such shareholder to certify that the TIN provided is correct (or that
such shareholder is awaiting a TIN) and that (i) the 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 the shareholder that he is no
longer subject to backup withholding.
Exempt shareholders (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
shareholder 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.
If Shares are held in more than one name or are not in the 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. If you
do not provide your TIN 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.
(11) NON-UNITED STATES HOLDERS. Non-United States holders must submit a
completed Form W-8BEN to avoid backup withholding. Form W-8BEN may be obtained
by contacting the Payor at one of the addresses on the face of this Letter of
Transmittal.
(12) REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Information Agent at the address 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 at the address set forth below or from your broker, dealer,
commercial bank, trust company or other nominee.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF), TOGETHER WITH CERTIFICATES REPRESENTING SHARES OR CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS, OR THE NOTICE OF
GUARANTEED DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE
EXPIRATION DATE.
9
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a stockholder whose tendered
Shares are accepted for payment is required to provide the Depositary (as payer)
with such stockholder's correct social security number, individual taxpayer
identification number, or employer identification number (each a Taxpayer
Identification Number or a "TIN") on Substitute Form W-9 provided below. If such
stockholder is an individual, the TIN is such person's social security number.
The TIN of a resident alien who does not have and is not eligible to obtain a
social security number is such person's IRS individual taxpayer identification
number. If a tendering stockholder is subject to United States federal backup
withholding, the stockholder must cross out item (2) of the Certification box on
the Substitute Form W-9. If the Depositary is not provided with the correct TIN,
the stockholder may be subject to a $50 penalty imposed by the IRS. In addition,
payments that are made to such stockholder with respect to Shares purchased
pursuant to the Offer may be subject to United States federal backup
withholding.
Certain stockholders (including, among others, all corporations and certain
non-United States individuals) are not subject to United States federal backup
withholding. In order for a non-United States individual to qualify as an exempt
recipient, that stockholder must submit to the Depositary a properly completed
IRS Form W-8BEN, signed under penalties of perjury, attesting to that
individual's exempt status. Such forms may be obtained from the Depositary.
Exempt stockholders, other than non-United States individuals, should furnish
their TIN, write "EXEMPT" on the face of the Substitute Form W-9 below, and
sign, date and return the Substitute Form W-9 to the Depositary. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
If United States federal backup withholding applies, the Depositary is
required to withhold 31% of any payments made to the stockholder. Federal backup
withholding is not an additional tax. Rather, the 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 IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent United States federal backup withholding on payments that are
made to a stockholder with respect to Shares purchased pursuant to the Offer,
the stockholder is required to notify the Depositary of such stockholder's
correct TIN by completing the Substitute Form W-9 below certifying that the TIN
provided on such form is correct (or that such stockholder is awaiting a TIN)
and that (i) such holder is exempt from federal backup withholding, (ii) such
holder has not been notified by the IRS that such holder is subject to federal
backup withholding as a result of a failure to report all interest or dividends,
or (iii) the IRS has notified such holder that such holder is no longer subject
to federal backup withholding (see Part 2 of Substitute Form W-9).
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN of the record
owner of the Shares. If the Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidelines
on which number to report. If the tendering stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, such stockholder should write "Applied For" in the space provided for in
the TIN in Part I, check the box in Part III, 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 may withhold 31% on all
payments of the purchase price until a TIN is provided to the Depositary.
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PAYER: FIRST CHICAGO TRUST COMPANY OF NEW YORK
PART II FOR PAYEES EXEMPT
SUBSTITUTE FROM BACKUP WITHHOLDING
FORM W-9 (SEE ENCLOSED GUIDELINES)
PART I TAXPAYER IDENTIFICATION NO.--FOR ALL ACCOUNTS
Enter your taxpayer identification ---------------- PART III
number in the appropriate box. For SOCIAL SECURITY AWAITING TIN / /
most individuals and sole NUMBER
DEPARTMENT OF THE proprietors, this is your Social OR
TREASURY INTERNAL Security Number. For other entities, ----------------
REVENUE SERVICE it is your Employer Identification EMPLOYEE
PAYER'S REQUEST FOR Number. If you do not have a number, IDENTIFICATION
TAXPAYER see "How to Obtain a TIN" in the NUMBER
IDENTIFICATION NO. enclosed GUIDELINES.
Note: If the account is in more than one name, see the
chart on page 2 of the enclosed GUIDELINES to determine
what number to enter.
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 (a) I am exempt from backup withholding, or
(b) I have not been notified by the Internal Revenue Service ("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 no longer subject to backup withholding; and
(3) Any information provided on this form is true, correct and complete.
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 AND YOU HAVE NOT
RECEIVED A NOTICE FROM THE IRS ADVISING YOU THAT BACKUP WITHHOLDING HAS TERMINATED.
SIGNATURE
DATE
- -----------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
ARE AWAITING YOUR TIN.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either
(1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a taxpayer identification number within (60)
days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number.
Signature Date
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THE INFORMATION AGENT FOR THE OFFER IS:
Georgeson Shareholder Communications Inc.
[LOGO]
17 State Street, 10(th) Floor
New York, N.Y. 10004
Brokers and Bankers Call Collect (212) 440-9800
All Other Call Toll Free (800) 223-2064
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