Exhibit 99.(a)(1)(B)
LETTER OF TRANSMITTAL
TO TENDER COMMON SHARES
OF
WHITE MOUNTAINS INSURANCE GROUP, LTD.
PURSUANT TO THE OFFER TO PURCHASE
DATED AUGUST 21, 2000
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 18, 2000, UNLESS THE
OFFER IS EXTENDED.
TO: EQUISERVE TRUST COMPANY, THE DEPOSITARY
BY FEDERAL EXPRESS OR OTHER
BY MAIL: COURIER: BY HAND:
Equiserve Equiserve Equiserve
P.O. Box 842010 40 Campanelli Drive c/o Securities Transfer and
Boston, MA 02284-2010 Braintree, MA 02184 Reporting Services Inc.
Attn: White Mountains Attn: Corporate Actions
100 William Street, Galleria
New York, NY 10038
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY. 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 only (a) if you desire to
effect the tender transaction yourself, (b) if you intend to request your
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for you and the common shares of White Mountains Insurance Group,
Ltd. (the "Company"), par value $1.00 per share (the "Shares"), are not
registered in the name of such broker, dealer, commercial bank, trust company or
other nominee, or (c) by a broker, dealer, commercial bank, trust company or
other nominee effecting the transaction as a registered owner or on behalf of a
registered owner. A properly completed and duly executed Letter of Transmittal
(or photocopy thereof bearing original signature(s) and any required signature
guarantees), any certificates representing Shares tendered and any other
documents required by this Letter of Transmittal should be mailed or delivered
to the Depositary at the appropriate address set forth herein and must be
received by the Depositary prior to 12:00 midnight, New York City time, on
Monday, September 18, 2000, or such later time and date to which the Offer is
extended.
Shareholders whose shares certificates are not immediately available
(or who cannot follow the procedure for book-entry transfer on a timely basis)
or who cannot transmit this Letter of Transmittal and all other required
documents to the Depositary before the Expiration Date (as defined in Section 1
of the Offer to Purchase) may nevertheless tender their Shares according to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
See Instruction 2.
A shareholder owning beneficially as of the close of business on August
14, 2000 and who continues to own beneficially until the Expiration Date an
aggregate of fewer than 100 Shares, and who satisfies the other requirements set
forth in Instruction 7, may have all such Shares purchased before proration, if
any, of the purchase of other Shares pursuant to the Offer.
DELIVERY OF THE LETTER OF TRANSMITTAL AND THE OTHER REQUIRED DOCUMENTS
TO THE DEPOSITORY TRUST COMPANY ("DTC") DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
2
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DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
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NUMBER OF
SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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TOTAL SHARES
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* Need not be completed if Shares are delivered by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are being
tendered. See Instruction 4.
/_/ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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DTC Participant Number:
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Transaction Code Number:
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/_/ CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of the Tendering Shareholder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution Which Guaranteed Delivery:
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DTC Participant Number (if delivered by book-entry transfer):
---------------
Transaction Code Number (if delivered by book-entry transfer):
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to White Mountains Insurance Group,
Ltd., a company organized under the laws of Bermuda (the "Company"), the
above-described Common Shares, par value $1.00 per share, of the Company (the
"Shares"), at a price of $165.00 per Share (the "Purchase Price"), net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 21, 2000 (the "Offer to Purchase"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Offer").
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Subject to and effective upon acceptance for payment of the Shares
tendered herewith in accordance with the terms of the Offer (including, if the
Offer is extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to all the Shares
tendered hereby, or orders the registration of such Shares delivered by
book-entry transfer, that are purchased pursuant to the Offer and hereby
irrevocably constitutes and appoints the Depositary for the Offer, Equiserve
Trust Company (the "Depositary"), the true and lawful agent and attorney-in-fact
of the undersigned with respect to such Shares, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to:
(a) deliver certificates for such Shares, or transfer ownership of
such Shares on the account books maintained by The Depository
Trust Company ("DTC"), together, in any such case, with all
accompanying evidence of transfer and authenticity, to or upon the
order of the Company, upon receipt by the Depositary, as the
undersigned's agent, of the Purchase Price with respect to such
Shares;
(b) present certificates for such Shares for cancellation and transfer
of such Shares on the Company's books; and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the
terms of the Offer.
The undersigned hereby represents and warrants that:
(a) the undersigned "owns" the Shares tendered hereby within the
meaning of Rule 14e-4 promulgated under the Securities Exchange
Act of 1934, as amended, and has full power and authority to
validly tender, sell, assign and transfer the Shares tendered
hereby;
(b) the tender of Shares by the undersigned complies with Rule 14e-4;
(c) when and to the extent the Company accepts the Shares for
purchase, the Company will acquire good, marketable and
unencumbered title thereto, free and clear of all security
interests, liens, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or
transfer, and not subject to any adverse claim;
(d) on request, the undersigned will execute and deliver any
additional documents the Depositary or the Company deems necessary
or desirable to complete the assignment, transfer and purchase of
the Shares tendered hereby; and
(e) the undersigned has read and agrees to all the terms of the Offer.
The undersigned understands that all Shares properly tendered and not
withdrawn will be purchased at $165.00 per Share (or such other price that may
be set forth in an amendment to the Offer), net to the seller in cash, upon the
terms and subject to the conditions of the Offer, including the proration
provisions thereof and that the Company will return all other Shares, including
Shares not purchased because of proration.
The undersigned understands that tenders of Shares pursuant to any one
of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Company 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, the Company may terminate or amend the Offer or may
not be required to accept for payment any of the Shares tendered herewith or may
accept for payment, pro rata with Shares tendered by other shareholders, fewer
than all the Shares tendered herewith.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the
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heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer, this tender is irrevocable.
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the aggregate Purchase Price and/or return or issue the
certificate(s) evidencing any Shares not tendered or not 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 aggregate Purchase Price and/or the
certificate(s) evidencing any 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 aggregate Purchase
Price and/or issue or return the certificate(s) evidencing any Shares not
tendered or accepted for payment in the name(s) of, and deliver said check
and/or certificate(s) to, the person or persons so indicated. In the case of
book-entry delivery of Shares, please credit the account maintained at DTC with
any Shares not accepted for payment. The undersigned recognizes that the Company
has no obligation pursuant to the "Special Payment Instructions" to transfer any
Shares from the name(s) of the registered holder(s) thereof if the Company does
not accept for payment any of the Shares so tendered.
5
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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ODD LOTS
(SEE INSTRUCTION 7)
To be completed ONLY if Shares are being tendered by or on behalf of a
person who beneficially owned as of the close of business on August 14, 2000,
and who will continue to own beneficially until the Expiration Date an aggregate
of fewer than 100 Shares.
The undersigned either (check one box):
/_/ was the beneficial owner as of the close of business on August 14,
2000 and will continue to be the beneficial owner until the
Expiration Date of an aggregate of fewer than 100 Shares, and is
tendering all such Shares, or
/_/ is an "Eligible Institution" (as defined in Instruction 1) that
(i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner and (ii) believes, based
upon representations made to it by each such beneficial owner,
that each such beneficial owner beneficially owned as of the close
of business on August 14, 2000, and will continue to own
beneficially until the Expiration Date an aggregate of fewer than
100 Shares, and is tendering all such Shares.
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SPECIAL DELIVERY INSTRUCTIONS SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 9) (SEE INSTRUCTIONS 1, 4, 5, 6, 8 AND 9)
To be completed ONLY if the To be completed ONLY if the check for
check for the aggregate Purchase the aggregate Purchase Price of Shares
Price of Shares purchased and/or purchased and/or certificates for Shares
certificates for Shares not not tendered or not purchased are to be
tendered or not purchased are to be issued in the name of someone other than
mailed to someone other than the the undersigned.
undersigned or to the undersigned
at an address other than that shown Issue any /_/ check and/or
below the undersigned's signature. /_/ certificates to:
Mail /_/ check and/or Name
/_/ certificates to: ------------------------------------
(PLEASE PRINT)
Name
----------------------------- Address
(PLEASE PRINT) ---------------------------------
Address ----------------------------------------
--------------------------
----------------------------------------
- --------------------------------- (PLEASE INCLUDE ZIP CODE)
- --------------------------------- ----------------------------------------
(PLEASE INCLUDE ZIP CODE) (TAXPAYER IDENTIFICATION NUMBER)
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6
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SIGN HERE
(SEE INSTRUCTIONS 1 AND 5)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
Signature(s) of Owner(s)
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Name(s)
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(Please Print)
Capacity (full title)
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Address
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(Include Zip Code)
Area Code and Telephone Number
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Taxpayer Identification Number
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(See Instruction 11)
Dated
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(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON
SHARE 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.
SEE INSTRUCTION 5.)
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
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Name
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(Please Print)
Title
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Name of Firm
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Address
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(Include Zip Code)
Area Code and Telephone Number
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Dated
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7
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a shareholder whose tendered Shares
are accepted for payment is required by law to provide the Depositary with such
shareholder's correct taxpayer identification number ("TIN") on the Substitute
Form W-9 below. If the Depositary is not provided with the correct TIN, the
Internal Revenue Service may subject the shareholder or other payee to a $50
penalty. In addition, payments that are made to such shareholder or other payee
with respect to Shares purchased pursuant to the Offer may be subject to 31%
backup withholding.
Certain shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements and should indicate their status by writing "exempt"
across the face of the Substitute Form W-9. In order for a foreign individual to
qualify as an exempt recipient, the shareholder must submit a Form W-8BEN,
signed under penalties of perjury, attesting to that individual's exempt status.
A Form W-8BEN can be obtained from the Depositary. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
more instructions.
If backup withholding applies, the Depositary is required to withhold
31% of any such payments to be made to the shareholder or other payee. 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
backup withholding results in an overpayment of taxes, a refund may be obtained
from the Internal Revenue Service, PROVIDED that the required information is
given to the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the shareholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary.
The shareholder is required to give the Depositary the TIN (e.g.,
social security number or employer identification number) of the record owner of
the Shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the certificates evidencing the Shares. If the Shares are
registered in more than one name or are not registered 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.
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PAYER'S NAME: EQUISERVE TRUST COMPANY
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE
FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING Social Security Number(s)
AND DATING BELOW
OR
Employer Identification
Number(s)
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DEPARTMENT OF THE PART 2--Certification--Under penalties of perjury, I certify that:
TREASURY (1) the number shown on this form is my correct Taxpayer PART 3--
INTERNAL REVENUE Identification Number (or I am waiting for a number to be Awaiting TIN
SERVICE issued to me) and / /
(2) I am not subject to backup withholding because (a) I am exempt --------------------
from backup withholding or (b) I have not been notified by the PART 4--
Internal Revenue Service (the "IRS") that I am subject to backup Exempt TIN
withholding as a result of a failure to report all interest or / /
dividends or (c) the IRS has notified that I am no longer subject
to backup withholding. me
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PAYER'S REQUEST FOR CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 2 above if you have
TAXPAYER been notified by the IRS that you are subject to backup withholding because of
IDENTIFICATION under-reporting interest or dividends on your tax returns. However, if after being
NUMBER notified by the IRS that you were subject to backup withholding you received another
(TIN) notification from the IRS stating that you are no longer subject to backup
withholding, do not cross out such item (2). If you are exempt from backup
withholding, check the box in Part 4 above.
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SIGN SIGNATURE
HERE ------------------------------------------------------------------------------------------------------
DATE
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
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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 (a) 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 (b) I INTEND TO MAIL OR
DELIVER SUCH AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION
NUMBER TO EQUISERVE TRUST COMPANY, 31% OF ALL REPORTABLE PAYMENTS MADE TO ME WILL BE WITHHELD, BUT WILL BE
REFUNDED TO ME IF I PROVIDE A CERTIFIED TAXPAYER IDENTIFICATION NUMBER WITHIN 60 DAYS.
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Signature
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Date
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN 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 INFORMATION.
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Signatures on this Letter of Transmittal
need not be guaranteed if (a) this Letter of Transmittal is signed by the
registered owner 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 and such owner has not completed
either of the boxes entitled "Special Payment Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal or (b) such Shares are tendered for
the account of an Eligible Institution. In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by a financial institution
(including most 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 Program or the Stock Exchanges Medallion
Program (each such entity being hereinafter referred to as an "Eligible
Institution"). See Instruction 5.
2. Delivery of Letter of Transmittal and Shares; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used only if (a)
certificates are to be forwarded with it to the Depositary or (b) delivery of
Shares is to be made by book-entry transfer pursuant to the procedure set
forth in Section 3 of the Offer to Purchase. Certificates for all physically
delivered Shares, or a confirmation of a book-entry transfer of all Shares
delivered electronically into the Depositary's account at DTC, together in
each case with a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), with any required signature
guarantees, and any other documents required by this Letter of Transmittal,
must be received by the Depositary at one of its addresses set forth on the
front page of this Letter of Transmittal before the Expiration Date (as
defined in the Offer to Purchase). Delivery of documents to DTC does not
constitute delivery to the Depositary.
Shareholders whose certificates are not immediately available (or
who cannot follow the procedures for book-entry transfer on a timely basis)
or who cannot transmit this Letter of Transmittal and all other required
documents to reach the Depositary before the Expiration Date, may
nevertheless tender their Shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such
procedure: (a) such tender must be made by or through an Eligible
Institution, (b) the Depositary must receive (by hand, mail or facsimile
transmission), before the Expiration Date, a properly completed and duly
executed Notice of Guaranteed Delivery substantially in the form the Company
has provided with the Offer to Purchase and (c) the certificates for all
tendered Shares in proper form for transfer (or confirmation of a book-entry
transfer of all such Shares into the Depositary's account at DTC), together
with a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof) 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 3 of the Offer to Purchase.
The method of delivery of all documents, including share certificates,
the Letter of Transmittal and any other required documents, is at the election
and risk of the tendering shareholder. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended.
No alternative, conditional or contingent tenders will be accepted, and
no fractional Shares will be purchased. By executing this Letter of Transmittal
(or a manually signed facsimile thereof), each tendering shareholder waives any
right to receive any notice of the acceptance of such shareholder's tender.
3. Inadequate Space. If the space provided in the box entitled
"Description of Shares Tendered" is inadequate, the certificate numbers and/or
the number of Shares should be listed on a separate signed schedule and attached
to this Letter of Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to
shareholders who deliver Shares by book-entry transfer). If fewer than all the
Shares evidenced by any certificate delivered to the Depositary are to be
tendered, fill in the number of Shares that are to be tendered in the box
entitled "Number of Shares Tendered". If such Shares are purchased, a new
certificate for the remainder of the Shares evidenced by the old certificate(s)
will be sent to and in the name of the registered holder(s) (unless otherwise
specified by
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such holder(s) having completed either of the boxes entitled "Special Delivery
Instructions" or "Special Payment Instructions" on this Letter of Transmittal)
as soon as practicable following the expiration or termination of the Offer. All
Shares represented by the certificate(s) listed and delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Share Powers; and
Endorsements.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered herewith, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificates without any
change whatsoever.
(b) If any of the Shares tendered herewith are registered in the names
of two or more joint owners, each such owner must sign this Letter of
Transmittal.
(c) If any of the Shares tendered herewith are registered in different
names on different certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of certificates.
(d) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered herewith, no endorsements of certificates or
separate share powers are required unless payment is to be made and/or
certificates for Shares not tendered or not purchased are to be issued to a
person other than the registered holder(s). If this Letter of Transmittal is
signed by a person other than the registered holder(s) of the Shares tendered
herewith, however, the certificates must be endorsed or accompanied by
appropriate share powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear on the certificates for such Shares. Signatures on
any such certificates or share powers must be guaranteed by an Eligible
Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificates or share powers
are signed by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing and proper
evidence satisfactory to the Company of the authority of such person so to act
must be submitted.
6. Share Transfer Taxes. The Company will pay any share 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 aggregate Purchase Price is
to be made to, or certificates for Shares not tendered or accepted for purchase
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
share 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
aggregate purchase price unless satisfactory evidence of payment of such taxes
or exemption therefrom is submitted.
7. Odd Lots. As described in Sections 1 and 2 of the Offer to
Purchase, if the number of Shares properly tendered and not withdrawn before the
Expiration Date is greater than 1,500,000 (or such greater number of Shares as
the Company may elect to purchase pursuant to the Offer), the Company, upon the
terms and subject to the conditions of the Offer, will accept Shares for
purchase first from all Shares properly tendered and not withdrawn before the
Expiration Date by any shareholder who beneficially owned as of the close of
business on August 14, 2000 and who continued to own beneficially until the
Expiration Date an aggregate of fewer than 100 Shares, who tendered all Shares
beneficially owned by such person (partial tenders of Shares will not qualify
for this preference) and who completes the box captioned "Odd Lots" in this
Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery.
This preference will not be available unless the box above entitled "Odd Lots"
is completed.
8. Irregularities. All questions as to the number of Shares to be
accepted and the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares will be determined by the
Company, in its sole discretion, which determination shall be final and binding
on all parties. The Company reserves the absolute right to reject any or all
tenders determined by it not to be in proper form or the acceptance for payment
of which may, in the opinion of the Company's counsel, be unlawful. The Company
also reserves the absolute right to waive any of the conditions of the Offer
(except as provided in
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Section 12 of the Offer to Purchase) and any defect or irregularity in the
tender of any particular Shares. The Company's interpretation of the terms and
conditions of the Offer (including these instructions) shall be final and
binding on all parties. No tender of Shares will be deemed properly made until
all defects or irregularities have been cured or waived. None of the Company,
the Depositary, the Information Agent or any other person is or will be
obligated to give notice of any defects or irregularities in tenders, and none
of them will incur any liability for failure to give any such notice.
9. Special Payment and Delivery Instructions. If the check for the
aggregate Purchase Price of any Shares purchased is to be issued to, or any
Shares not tendered or not purchased are to be returned in the name of, a person
other than the person(s) signing this Letter of Transmittal or if the check or
any certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that shown
in the box entitled "Descriptions of Shares Tendered", the boxes entitled
"Special Payment Instructions" and/or "Special Delivery Instructions" on this
Letter of Transmittal should be completed.
10. Request for Assistance or Additional Copies. Requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal or the Notice of Guaranteed Delivery may be directed to the
Information Agent at its addresses or telephone number set forth below.
11. Substitute Form W-9. Except as provided above under "Important Tax
Information", each tendering shareholder is required to provide the Depositary
with a correct TIN on Substitute Form W-9 which is provided under "Important Tax
Information" above. Failure to provide the information on the form may subject
the tendering shareholder to a $50 penalty and a 31% Federal back-up withholding
tax may be imposed on the payments made to the shareholder or other payee with
respect to Shares purchased pursuant to the Offer.
12. Non-U.S. Shareholder Withholding. Non-U.S. shareholders should
note that the 30% U.S. withholding tax generally applicable to distributions by
U.S. corporations should not apply to the proceeds payable pursuant to the Offer
(however, as indicated above under "Important Tax Information", U.S. Federal
backup withholding tax may be applicable).
12
Manually signed facsimile copies of this Letter of Transmittal, properly
completed and duly executed, will be accepted. The 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 and the Information Agent for the Offer is:
EQUISERVE TRUST COMPANY
BY FEDERAL EXPRESS OR OTHER COURIER:
BY MAIL: Equiserve BY HAND:
Equiserve 40 Campanelli Drive Equiserve
P.O. Box 842010 Braintree, MA 02184 c/o Securities Transfer and
Boston, MA 02284-2010 Attn: White Mountains Reporting Services Inc.
Attn: Corporate Actions
100 William Street, Galleria
New York, NY 10038
FOR INFORMATION:
1-888-756-1854
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Any questions or requests for assistance or for additional copies of the Offer
to Purchase, this Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent. Shareholders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
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