LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
REXALL SUNDOWN, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED MAY 5, 2000
BY
NUTRICIA INVESTMENT CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
KONINKLIJKE NUMICO N.V.
(ROYAL NUMICO)
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, JUNE 2, 2000, UNLESS THE OFFER IS EXTENDED.
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This Letter of Transmittal, the certificates for Shares (as defined below)
and any other required documents should be sent or delivered by each shareholder
of the Company or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary (as defined below) at one of its addresses set forth
below.
THE DEPOSITARY FOR THE OFFER IS:
WILMINGTON TRUST COMPANY
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
Corporate Trust Operations (FOR ELIGIBLE INSTITUTIONS ONLY) Wilmington Trust Company
Wilmington Trust Company (302) 651-1079 1105 North Market Street, First Floor
1100 North Market Street Rodney Square North
Rodney Square North FOR CONFIRMATION TELEPHONE: Wilmington, DE 19801
Wilmington, DE 19890-0001 (302) 651-8869 Attn: Corporate Trust Operations
DELIVERY OF THIS 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 TO THE DEPOSITARY. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9
PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used either if certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in Section 3 of the
Offer to Purchase (as defined below)) is utilized, if delivery is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in
Section 3 of the Offer to Purchase. Shareholders who deliver Shares by
book-entry transfer are referred to herein as "Book-Entry Shareholders" and
other shareholders are referred to herein as "Certificate Shareholders."
Shareholders whose certificates for Shares are not immediately available or who
cannot comply with the procedure for book-entry transfer on a timely basis, or
who cannot deliver all required documents to the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase), may tender
their Shares in accordance with the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO
THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of RegisterSharelCertificates and Shares Tendered
(Please fill in, if blank, exactly as name(s) app(Attachoadditionalalist)if necessary)
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Certificate Total Number of Number of Shares
Number(s)(1) Shares Tendered(2)
Represented by
Certificate(s)(1)
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Total shares
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(1) Need not be completed by Book-Entry Shareholders.
(2) Unless otherwise indicated, it will be assumed that all Shares described
above are being tendered. See Instruction 4.
/ / CHECK HERE IF CERTIFICATE HAS BEEN LOST OR DESTROYED. SEE INSTRUCTION 11.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY, AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS
THAT ARE PARTICIPANTS IN THE SYSTEM OF THE BOOK-ENTRY TRANSFER FACILITY MAY
DELIVER SHARES BY BOOK-ENTRY TRANSFER):
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, ENCLOSE A PHOTOCOPY
OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
If delivered by book-entry transfer, check box: / /
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Nutricia Investment Corp., a Florida
corporation (the "Purchaser") and an indirect wholly owned subsidiary of
Koninklijke Numico N.V., a company incorporated under the laws of the
Netherlands ("Numico"), the above-described shares of common stock, par value
$0.01 per share (the "Shares"), of Rexall Sundown, Inc., a Florida corporation
(the "Company"), pursuant to the Offer to Purchase dated May 5, 2000 (as amended
or supplemented from time to time, the "Offer to Purchase"), all outstanding
Shares at $24.00 per Share, net to the seller in cash, without interest thereon,
less any required tax withholding, upon the terms and subject to the conditions
set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and
in this Letter of Transmittal (the "Letter of Transmittal," which, together with
the Offer to Purchase, as each may be amended or supplemented from time to time,
collectively constitute the "Offer"). The undersigned understands that the
Purchaser reserves the right to transfer or assign, from time to time, in whole
or in part, to one or more of its affiliates, the right to purchase the Shares
tendered herewith.
On the terms and subject to the conditions of the Offer (including the
conditions set forth in Section 12 of the Offer to Purchase and together with,
if the Offer is extended or amended, the terms and conditions of such extension
or amendment), subject to, and effective upon, acceptance for payment of, and
payment for, the Shares tendered herewith in accordance with the terms of the
Offer, the undersigned hereby sells, assigns and transfers to, or upon the order
of, the Purchaser, all right, title and interest in and to all of the Shares
being tendered hereby and any and all cash dividends, distributions, rights,
other Shares or other securities issued or issuable in respect of such Shares
(including, without limitation, the issuance of additional Shares pursuant to a
stock dividend or stock split, or the issuance of other rights) that is declared
or paid by the Company on or after April 30, 2000 (collectively,
"Distributions"), and irrevocably appoints Wilmington Trust Company (the
"Depositary") the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and any Distributions), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to the fullest extent of such shareholder's rights
with respect to such Shares (and any Distributions) (a) to deliver such Share
Certificates (as defined herein) (and any Distributions) or transfer ownership
of such Shares (and any Distributions) on the account books maintained by the
Book-Entry Transfer Facility, together in either such case with all accompanying
evidences of transfer and authenticity, to or upon the order of the Purchaser,
(b) to present such Shares (and any Distributions) for transfer on the books of
the Company and (c) to receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any Distributions), all in accordance
with the terms and the conditions of the Offer.
The undersigned hereby irrevocably appoints the designees of the Purchaser,
and each of them, the attorneys-in-fact and proxies of the undersigned, each
with full power of substitution, to the full extent of such shareholder's rights
with respect to the Shares tendered hereby which have been accepted for payment
by the Purchaser and with respect to any Distributions. The designees of the
Purchaser will, with respect to the Shares (and any associated Distributions)
for which the appointment is effective, be empowered to exercise all voting and
any other rights of such shareholder, as they, in their sole discretion, may
deem proper at any annual, special or adjourned meeting of the Company's
shareholders, by written consent in lieu of any such meeting or otherwise. This
proxy and power of attorney shall be irrevocable and coupled with an interest in
the tendered Shares. Such appointment is effective when, and only to the extent
that, the Purchaser accepts such Shares for payment pursuant to the Offer. Upon
the effectiveness of such appointment, without further action, all prior powers
of attorney, proxies and consents given by the undersigned with respect to such
Shares (and any associated Distributions) will be revoked, and no subsequent
powers of attorney, proxies, consents or revocations may be given (and, if
given, will not be deemed effective). The Purchaser reserves the right to
require that, in order for Shares to be deemed validly tendered, immediately
upon the Purchaser's acceptance for payment for such Shares, the Purchaser must
be able to exercise full voting rights with respect to such Shares (and any
associated Distributions), including voting at any meeting of shareholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares (and any
Distributions) tendered hereby and, when the same are accepted for payment by
the Purchaser, the Purchaser will acquire good, marketable 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 will, upon request, execute and deliver any additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Shares (and any Distributions)
tendered hereby. In addition, the undersigned shall promptly remit and transfer
to the Depositary for
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the account of the Purchaser any and all Distributions in respect of the Shares
tendered hereby, accompanied by appropriate documentation of transfer, and,
pending such remittance or appropriate assurance thereof, the Purchaser shall be
entitled to all rights and privileges as owner of any such Distributions, and
may withhold the entire purchase price or deduct from the purchase price the
amount or value thereof, as determined by the Purchaser in its sole discretion.
All authority conferred or agreed to be conferred pursuant to this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that the valid tender of Shares pursuant to one
of the procedures described in Section 3 of the Offer to Purchase and the
Instructions hereto will constitute a binding agreement between the undersigned
and the Purchaser upon the terms and subject to the conditions of the Offer,
including, without limitation, the undersigned's representation and warranty
that the undersigned owns the Shares being tendered hereby. The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase,
the Purchaser may not be required to accept for payment any of the Shares
tendered hereby. The undersigned acknowledges that no interest will be paid on
the purchase price for tendered Shares regardless of any extension of the Offer
or any delay in making such payment.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates for
Shares not tendered or not accepted for payment in the name(s) of the registered
owner(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 for Shares not tendered or
not accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Shares
Tendered." In the event that both the Special Delivery Instructions and the
Special Payment Instructions are completed, please issue the check for the
purchase price and/or issue any certificates for Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) in the
name of, and deliver such check and/or return such certificates (and any
accompanying documents, as appropriate) to, the person or persons so indicated.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please credit any Shares tendered hereby and delivered by
book-entry transfer, but which are not purchased by crediting the account at the
Book-Entry Transfer Facility. The undersigned recognizes that the Purchaser has
no obligation pursuant to the Special Payment Instructions to transfer any
Shares from the name of the registered holder thereof if the Purchaser does not
accept for payment any of the Shares so tendered.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares
accepted for payment (less the amount of any federal income tax required to
be withheld) are to be issued in the name of someone other than the
undersigned.
Issue: / / Check / / Certificate(s) to:
Name: ______________________________________________________________________
(Please Print)
Address: ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(Include Zip Code)
__________________________________________________________________________
(Tax Identification or Social Security No.
(See Substitute Form W-9))
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 7)
To be completed ONLY if certificate(s) for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares
accepted for payment (less the amount of any federal income tax required to
be withheld) are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Deliver: / / Check / / Certificate(s) to:
Name: ______________________________________________________________________
(Please Print)
Address: ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(Include Zip Code)
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IMPORTANT
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
X __________________________________________________________________________
X __________________________________________________________________________
(Signature(s) of Holder(s))
Dated: _____________, 2000
(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 trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please set forth
full title and see Instruction 5.)
Name(s): ___________________________________________________________________
(Please type or print)
Capacity (Full Title): _____________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(Including zip code)
Area Code and Telephone No.: _______________________________________________
Tax Identification or Social Security No.: _________________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: ______________________________________________________
Name: ______________________________________________________________________
(Please type or print)
Address: ___________________________________________________________________
____________________________________________________________________________
(Including zip code)
Full Title and Name of Firm: _______________________________________________
(Please type or print)
Address of Firm: ___________________________________________________________
____________________________________________________________________________
(Including zip code)
Area Code and Telephone No.: _______________________________________________
Dated: _____________, 2000
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations and
brokerage houses) that is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each, an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(a) if this Letter of Transmittal is signed by the registered holders (which
term, for purposes of this document, includes any participant in the Book-Entry
Transfer Facility's system whose name appears on a security position listing as
the owner of the Shares) of Shares tendered herewith and such registered owner
has not completed the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions" on this Letter of Transmittal, or
(b) if such Shares are tendered for the account of an Eligible Institution. See
Instruction 5 of this Letter of Transmittal.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES OR BOOK-ENTRY
CONFIRMATIONS. This Letter of Transmittal is to be used either if certificates
are to be forwarded herewith or if tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. Certificates for all physically tendered Shares ("Share
Certificates"), or confirmation of any book-entry transfer ("Book-Entry
Confirmation") into the Depositary's account at the Book-Entry Transfer Facility
of Shares tendered by book-entry transfer, as well as this Letter of Transmittal
(or a manually signed facsimile hereof), properly completed and duly executed
with any required signature guarantees (or, in the case of 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).
Shareholders whose certificates for Shares are not immediately available or
who cannot deliver all other required documents to the Depositary on or prior to
the Expiration Date, or who cannot comply with the procedures for book-entry
transfer on a timely basis, may nevertheless tender their Shares by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the Purchaser, must
be received by the Depositary prior to the Expiration Date; and (iii) Share
Certificates, in proper form for transfer (or a Book-Entry Confirmation with
respect to all Shares), together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof), with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message), and all other documents required by this Letter of
Transmittal, must be received by the Depositary within three Nasdaq National
Market trading days after the date of execution of such Notice of Guaranteed
Delivery all as provided in Section 3 of the Offer to Purchase.
If Share Certificates are forwarded separately to the Depositary, a properly
completed and duly executed Letter of Transmittal must accompany each such
delivery.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT
THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. THE DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A
BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL,
IT IS RECOMMENDED THAT SUCH CERTIFICATES AND DOCUMENTS BE SENT BY REGISTERED
MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution of
this Letter of Transmittal (or 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.
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE SHAREHOLDERS ONLY). If fewer
than all the Shares evidenced 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 cases, new certificate(s) for the remainder of the
Shares that were evidenced by the old certificate(s) will be sent to the
registered holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as soon as practicable after the Expiration Date. All
Shares represented by certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
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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 with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any other
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 of the 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 transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not tendered or not accepted for payment are to be
issued in the name of, a person other than the registered holder(s), in which
case the certificate(s) evidencing the Shares tendered hereby must be endorsed
or accompanied by appropriate stock powers, in each case signed exactly as the
name(s) of the registered holder(s) appear(s) on such certificate(s). Signatures
on such certificates or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificates(s) listed, the certificate(s) must be
endorsed or accompanied by the appropriate stock powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or any person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Purchaser of such person's authority so to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Purchaser will pay any stock transfer taxes with respect to the transfer and
sale of Shares to it or its order pursuant to the Offer. If, however, payment of
the purchase price is to be made to, or (in the circumstances permitted hereby)
if certificates for Shares not tendered or accepted for payment are to be
registered in the name of, any person other than the registered holder, 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 or such person) payable on
account of the transfer to such person will be deducted from the purchase price
if satisfactory evidence of the payment of such taxes, or exemption therefrom,
is not submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price is to be issued in the name of, and/or certificates for Shares not
tendered or not accepted for payment are to be issued or returned to, a person
other than the signer of this Letter of Transmittal or if a check and/or such
certificates are to be mailed to a person 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. Shareholders tendering
Shares by book-entry transfer may request that Shares not purchased be credited
to such account at the Book-Entry Transfer Facility as such shareholder may
designate under "Special Payment Instructions." If no such instructions are
given, any such Shares not purchased will be returned by crediting the account
designated above at the Book-Entry Transfer Facility.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions and
requests for assistance may be directed to the Information Agent or the Dealer
Manager at their respective telephone numbers and locations listed below.
Requests for additional copies of the Offer to Purchase, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be directed to the
Information Agent. You may also contact your broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
9. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. Under
the "backup withholding" provisions of U.S. Federal tax law, the Depositary may
be required to withhold 31% of the purchase price of Shares purchased pursuant
to the Offer. To prevent backup withholding, each tendering shareholder should
complete and sign the Substitute Form W-9 included in this Letter of
Transmittal, and either: (a) provide the shareholder's correct taxpayer
identification number ("TIN") and certify, under penalties of perjury, 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
("IRS") that the shareholder is subject to backup withholding as a result of
failure to report all interest or dividends, or (ii) the IRS has notified the
shareholder that the shareholder is no longer subject to backup withholding;
5
or (b) provide an adequate basis for exemption. If "Applied for" is written in
Part I of the substitute Form W-9, the Depositary will retain 31% of any payment
of the purchase price for tendered Shares during the 60-day period following the
date of the Substitute Form W-9. If the shareholder furnishes the Depositary
with his or her TIN within 60 days of the date of the Substitute W-9, the
Depositary will remit such amount retained during the 60-day period to the
shareholder, and no further amounts will be retained or withheld from any
payment made to the shareholder thereafter. If, however, the shareholder has not
provided the Depositary with his or her TIN within such 60-day period, the
Depositary will remit such previously retained amounts to the IRS as backup
withholding and shall withhold 31% of any payment of the purchase price for the
tendered Shares made to the shareholder thereafter unless the shareholder
furnishes a TIN to the Depositary prior to such payment. In general, an
individual's TIN is the individual's Social Security Number. If a certificate
for tendered Shares is registered in more than one name or is not in the name of
the actual owner, consult the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report. If the Depositary is not provided with the correct TIN or an
adequate basis for exemption, the shareholder may be subject to a $50 penalty
imposed by the IRS and backup withholding at a rate of 31%. Certain holders
(including, among others, certain corporations and certain foreign individuals)
are not subject to these backup withholding and reporting requirements. Exempt
holders should indicate their exempt status on the Substitute Form W-9.
Additionally, in order to satisfy the Depositary that a foreign individual
qualifies as an exempt recipient, such foreign individual must submit a
statement (generally, IRS Form W-8), signed under penalties of perjury,
attesting to that individual's exempt status. A form for such statements can be
obtained from the Depositary.
If payment for tendered Shares is to be made, pursuant to Special Payment
Instructions, to a person other than the tendering shareholder, backup
withholding will apply unless such other person, rather than the tendering
shareholder, complies with the procedures described above to avoid backup
withholding.
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how an individual who does not
have a TIN can obtain one and how to complete the Substitute Form W-9 if Shares
are held in more than one name), consult the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 attached to this Letter of
Transmittal.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 31% of the amount of any payments for such Shares. Backup withholding
is not an additional federal income tax. Rather, the federal income tax
liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained, provided the appropriate returns are filed with the IRS.
10. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Purchaser (subject to certain limitations), in whole or in part, at any time or
from time to time, in the Purchaser's sole discretion in accordance with
Section 12 of the Offer to Purchase.
11. LOST OR DESTROYED CERTIFICATES. If any Certificate(s) representing
Shares has (have) been lost or destroyed, the holders should promptly notify the
Company's Transfer Agent, American Stock Transfer and Trust Company, at
(800) 937-5449. The holders will then be instructed as to the procedure to be
followed in order to replace the Certificate(s). This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost or
destroyed Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE THEREOF
(TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL
OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED
BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
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SUBSTITUTE Name: Individual / /
FORM W-9 Address: Partnership / /
DEPARTMENT OF THE TREASURY Corporation / /
INTERNAL REVENUE SERVICE Other (specify) / /
REQUEST FOR TAXPAYER
IDENTIFICATION
NUMBER (TIN) AND CERTIFICATION
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PART I. PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER IN THE SPACE AT SSN:
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. IF AWAITING TIN, OR
WRITE "APPLIED FOR." EIN:
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PART II. FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING. SEE THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9."
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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); AND
(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 IRS THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR
DIVIDENDS, OR (C) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING; AND
(3) ANY OTHER INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are subject
to backup withholding because of underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you
are no longer subject to backup withholding, do not cross out item (2).
Signature
Date: , 2000
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN IRS PENALTIES AND
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE 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
(OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
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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 (i) 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 (ii) I
intend to mail or deliver an application in the near future. I understand that if I do not provide a
taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be
withheld until I provide a taxpayer identification number to the Depositary.
Date: , 2000
Signature
Name (Please Print)
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Manually signed facsimile copies of this Letter of Transmittal, properly
completed and duly signed, will be accepted. This Letter of Transmittal,
certificates for Shares and any other required documents should be sent or
delivered by each shareholder of the Company or such shareholder's broker,
dealer, commercial bank, trust company or other nominee to the Depositary at one
of its addresses set forth below.
THE DEPOSITARY FOR THE OFFER IS:
WILMINGTON TRUST COMPANY
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
Corporate Trust Operations (For Eligible Institutions Only) Wilmington Trust Company
Wilmington Trust Company (302) 651-1079 1105 North Market Street, First Floor
1100 North Market Street Market Square North
Market Square North FOR CONFIRMATION TELEPHONE: Wilmington, DE 19801
Wilmington, DE 19890-0001 (302) 651-8869 Attn: Corporate Trust Operations
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Any questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective telephone numbers and locations
listed below. Requests for additional copies of the Offer to Purchase, this
Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to
the Information Agent. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO]
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
(212) 750-5833 (CALL COLLECT)
OR
CALL TOLL-FREE (888) 750-5834
THE DEALER MANAGER FOR THE OFFER IS:
Salomon Smith Barney
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
CALL TOLL-FREE (877) 755-4456
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