EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMPANY COMMON STOCK
OF
PLM INTERNATIONAL, INC.
PURSUANT TO THE OFFER TO PURCHASE BY
MILPI ACQUISITION CORP.
DATED DECEMBER 29, 2000
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, FEBRUARY 6, 2001, UNLESS EXTENDED (SUCH DATE, AS EXTENDED
FROM TIME TO TIME, THE "EXPIRATION DATE").
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THE DEPOSITARY FOR THE OFFER IS:
Mellon Investor Services LLC
BY FACSIMILE TRANSMISSION:
(for Eligible Institutions only):
(201) 296-4293
CONFIRM BY TELEPHONE:
(201) 296-4860
BY OVERNIGHT COURIER: BY MAIL: BY HAND:
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
Attn: Reorganization Dept. Attn: Reorganization Dept. Attn: Reorganization Dept.
85 Challenger Road P.O. Box 3301 120 Broadway, 13th Floor
Mail Drop-Reorg South Hackensack, NJ 07606 New York, NY 10271
Ridgefield Park, NJ 07660
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE ADDRESS OF
THE DEPOSITARY AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERY
OF DOCUMENTS TO
A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
This Letter of Transmittal is to be completed by stockholders of PLM
International, Inc. (the "Company"), if certificates representing shares ("Share
Certificates") of the Company's common stock, par value $.01 per share, (the
"Company Common Stock") are being tendered herewith according to the procedures
set forth in the Offer to Purchase dated December 29, 2000 (the "Offer to
Purchase"). This Letter of Transmittal is to be used by holders if (i) Share
Certificates evidencing Company Common Stock are to be physically delivered
herewith, (ii) delivery of shares of Company Common Stock is to be made by
book-entry transfer to an account maintained by the Depositary at the Depository
Trust Company (a "Book-Entry Transfer Facility") pursuant to the procedures set
forth in the Offer to Purchase and the Instructions, below, or (iii) tender of
the shares of Company Common Stock is to be made according to the guaranteed
delivery procedures set forth in the Offer to Purchase.
Please print the name(s) and address(es) of the registered holder(s) of the
Company Common Stock in Box 1, below, if they are not already set forth therein,
as they appear on the Share Certificates representing such shares. The
certificate numbers and the number of shares represented by such certificates
which are being tendered also should be indicated in Box 1. Unless otherwise
indicated, it will be assumed that all shares of Company Common Stock evidenced
by each Share Certificate delivered to the Depositary are being tendered hereby.
See Instruction 4.
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BOX 1
CERTIFICATES BEING TENDERED
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If Blank, Please Print Name(s) Number of Shares of
and Address(es) of Certificate Company Common Stock
Registered Holder(s), Exactly Number Tendered
as Name(s) Appear(s) on
Certificate(s)*
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Total Number of Shares
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* Need not be completed by stockholders delivering shares of Company Common
Stock by book-entry transfer.
Holders of Company Common Stock may tender their shares by book-entry
transfer by crediting their shares to the Depositary's account at the Depository
Trust Company ("DTC") in accordance with DTC's automated tender offer program
and by complying with applicable automated tender offer program procedures with
respect to the Offer. Participants in DTC ("Participants") that are accepting
the Offer should transmit their acceptance to DTC, which will edit and verify
the acceptance and execute a book-entry delivery to the Depositary's account.
DTC will then send a computer-generated message (an "Agent's Message") to the
Depositary in which the holder of the shares acknowledges and agrees to be bound
by the terms of, and makes the representations and warranties contained in, this
Letter of Transmittal, and the Participant confirms on behalf of itself and the
beneficial owners of such shares all provisions of this Letter of Transmittal
(including any representations and warranties) applicable to it and such
beneficial owner as fully as if it had completed the information required herein
and executed and transmitted this Letter of Transmittal. Delivery of the Agent's
Message to the Depositary will satisfy the terms of the Offer as to execution
and delivery of a Letter of Transmittal by the participant identified in the
Agent's Message.
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BOX 2
TENDER OF SHARE CERTIFICATES
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/ / CHECK HERE IF SHARE CERTIFICATES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF SHARES OF COMPANY COMMON STOCK ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
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Holders whose Share Certificates are not immediately available or who cannot
deliver their Share Certificates and all other documents required hereby to the
Depositary prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis and who wish to tender their
shares of Company Common Stock may do so by completing Box 3, below, and
complying with the guaranteed delivery procedures described in Section 3 of the
Offer to Purchase. See Instruction 2 below.
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BOX 3
TO BE USED IF SHARE CERTIFICATES ARE NOT SURRENDERED HEREWITH
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/ / CHECK HERE IF SHARES OF COMPANY COMMON STOCK ARE BEING TENDERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY. PLEASE ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY,
AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
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Ladies and Gentlemen:
The undersigned hereby tenders to MILPI Acquisition Corp., a Delaware
corporation (the "Purchaser"), the shares of Company Common Stock listed in Box
1, above, of PLM International, Inc., a Delaware corporation (the "Company"),
pursuant to the Purchaser's offer to purchase any and all shares of Company
Common Stock at $3.46 per share, in cash, without interest, 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 (which, together with
the Offer to Purchase and any amendments or supplements hereto or thereto,
collectively constitute the "Offer"). The undersigned understands that the
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates the right to purchase all or any
portion of shares of Company Common Stock tendered pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, and subject to
and effective upon acceptance for payment of shares of Company Common Stock
tendered herewith, the undersigned hereby sells, assigns and transfers to the
Purchaser all right, title and interest in and to all shares of Company Common
Stock that are being tendered hereby and all dividends, distributions
(including, without limitation, distributions of additional shares of Company
Common Stock) and rights declared, paid or distributed in respect of such shares
of Company Common Stock on or after December 22, 2000 (collectively,
"Distributions"). Subject to and effective upon acceptance of payment of the
shares tendered herewith, the undersigned hereby irrevocably appoints Mellon
Investor Services LLC and its affiliates, successors and assigns (the
"Depositary") the true and lawful agent and attorney-in-fact of the undersigned
with respect to such shares of Company Common Stock (and all Distributions),
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) deliver Share Certificates
evidencing such shares of Company Common Stock (and all Distributions), or
transfer ownership of such shares of Company Common Stock (and all
Distributions) on the account books maintained by the Book-Entry Transfer
Facility, together, in either case, with all accompanying evidences of transfer
and authenticity, to or upon the order of Purchaser, (ii) present such shares of
Company Common Stock (and all Distributions) for transfer on the books of the
Company and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such shares of Company Common Stock (and all
Distributions), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal or delivering an Agent's Message in
lieu of this Letter of Transmittal, the undersigned hereby irrevocably appoints
the Purchaser, as the attorney and proxy of the undersigned, with full power of
substitution, to vote in such manner as such attorney and proxy or his
substitute shall, in his sole discretion, deem proper and otherwise act (by
written consent or otherwise) with respect to all shares of Company Common Stock
tendered hereby which have been accepted for payment by the Purchaser prior to
the time of such vote or other action and all shares of Company Common Stock and
other securities issued in Distributions in respect of such shares of Company
Common Stock, which the undersigned is entitled to vote at any meeting of
stockholders of the Company (whether annual or special and whether or not an
adjourned or postponed meeting) or consent in lieu of any such meeting or
otherwise. This proxy and power of attorney is coupled with an interest in
shares of Company Common Stock tendered hereby, is irrevocable and is granted in
consideration of, and is effective upon, the acceptance for payment of such
shares of Company Common Stock by the Purchaser in accordance with other terms
of the Offer. Such acceptance for payment shall revoke all other proxies and
powers of attorney granted by the undersigned at any time with respect to such
shares of Company Common Stock (and all shares of Company Common Stock and other
securities issued in Distributions in respect of such shares of Company Common
Stock), and no subsequent proxies, powers of attorney, consents or revocations
may be given by the undersigned with respect thereto (and if given will not be
deemed effective). The undersigned understands that, in order for shares of
Company Common Stock or Distributions to be deemed validly tendered, immediately
upon the Purchaser's acceptance of such shares of Company Common Stock for
payment, the Purchaser must be able to exercise full voting and other rights
with respect to such shares of Company Common Stock (and any and all
Distributions), including, without limitation, voting at any meeting of the
Company's stockholders then scheduled.
The undersigned hereby represents and warrants (i) that the undersigned has
full power and authority to tender, sell, assign and transfer the shares of
Company Common Stock tendered hereby and all Distributions, (ii) that when such
shares of Company Common Stock are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto and to
all Distributions, free and clear of all liens, restrictions, charges and
encumbrances, and (iii) that none of such shares of Company Common Stock and
Distributions will be subject to any adverse claim. The undersigned, upon
request, shall execute and deliver all additional documents deemed by the
Depositary or the Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the shares of Company Common Stock tendered hereby
and all Distributions. In addition, the undersigned shall remit and transfer
promptly to the Depositary for the account of the Purchaser all Distributions in
respect of the shares of Company Common Stock tendered hereby, accompanied by
appropriate
documentation of transfer, and pending such remittance and transfer or
appropriate assurance thereof, the Purchaser shall be entitled to all rights and
privileges as owner of each such Distribution and may withhold the entire
purchase price of the shares of Company Common Stock being tendered hereby, or
deduct from such purchase price, the amount or value of such Distribution as
determined by the Purchaser in its sole discretion.
No authority conferred herein or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of shares of Company
Common Stock pursuant to any one of the procedures described in Section 3 of the
Offer to Purchase and in the Instructions hereto will constitute the
undersigned's acceptance of the terms and conditions of the Offer. The
Purchaser's acceptance of such shares of Company Common Stock for payment will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer (and if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment).
Unless otherwise indicated in Box 4, below, the Depositary will issue the
check for the purchase price of all shares of Company Common Stock purchased and
return all Share Certificates evidencing shares of Company Common Stock not
tendered or not accepted for payment in the name(s) of the registered holder(s)
appearing above in Box 1, above. Similarly, unless otherwise indicated in Box 5,
below, the Depositary will mail the check for the purchase price of all shares
of Company Common Stock purchased and return all Share Certificates evidencing
shares of Company Common Stock not tendered or not accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing in Box 1 above. In the event that Boxes 4 and 5 are both
completed, the Depositary will issue the check for the purchase price of all
shares of Company Common Stock purchased and return all Share Certificates
evidencing shares of Company Common Stock not tendered or not accepted for
payment in the name(s) of, and deliver such check and return such Share
Certificates (and any accompanying documents, as appropriate) to, the person(s)
so indicated. Unless otherwise indicated in Box 4, the Depositary will credit
any shares of Company Common Stock tendered hereby and delivered by book-entry
transfer that are not accepted for payment by crediting the account at the
Book-Entry Transfer Facility designated above. The undersigned recognizes that
the Purchaser has no obligation, pursuant to the "Special Issuance and Payment
Instructions," to transfer any shares of Company Common Stock from the name of
the registered holder(s) thereof if the Purchaser does not accept for payment
any shares of Company Common Stock tendered hereby.
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BOX 4
SPECIAL ISSUANCE AND
PAYMENT INSTRUCTIONS
(SEE INSTRUCTION 7)
To be completed ONLY if the check for the purchase price of Company Common
Stock or Share Certificates evidencing shares of Company Common Stock not
tendered or not purchased are to be issued in the name of someone other than
the undersigned.
(NOTE: The person named must be the person who completes the substitute Form
W-9.)
Issue the check and/or Share Certificate(s) to:
Name: ______________________________________________________________________
(Please Print)
Address: ___________________________________________________________________
___________________________________________________________________
(Include Zip Code)
__________________________________________________________________________
(Tax Identification or Social Security Number)
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BOX 5
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 7)
To be completed ONLY if the check for the purchase price of Company Common
Stock or Share Certificates evidencing shares of Company Common Stock not
tendered or not purchased are to be mailed to someone other than the
undersigned at the address listed in Box 1 above.
(NOTE: The person named must be the person who completes the substitute
Form W-9.)
Mail the check and/or Share Certificate(s) to:
Name: ______________________________________________________________________
(Please Print)
Address: ___________________________________________________________________
___________________________________________________________________
(Include Zip Code)
/ / Check this box if this is a permanent change of address.
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BOX 6
HOLDER(S) SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
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X
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X
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(Signature(s) of registered holder(s) or Authorized Signatory(ies))
(NOTE: MUST BE SIGNED BY THE REGISTERED HOLDER(S) EXACTLY AS ITS (THEIR) NAME(S)
APPEAR(S) ON THE SHARE CERTIFICATES OR ON A SECURITY POSITION LISTING BY
PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S), EVIDENCE OF WHICH
AUTHORIZATION MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SIGNATURE
IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER,
OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON
MUST COMPLETE THE INFORMATION BELOW. SEE INSTRUCTION 5).
Name(s):
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Capacity:
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Street Address:
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(include Zip Code)
Area Code and Telephone Number:
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Tax Identification or Social Security Number:
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Signature Guarantee
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW
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BOX 7
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 9)
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PAYOR'S NAME: MELLON INVESTOR SERVICES, LLC
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Name (if joint names, list first and circle the name of the person or entity whose number you
enter in Part 1 below. See instructions if your name has changed)
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Address
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FORM W-9
Department of the
City, State and Zip Code
Treasury -------------------------------------------------------------------------------------------
Internal Revenue Service
List account number(s) here (optional)
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Part 1 -- PLEASE PROVIDE YOUR TAXPAYER Social Security Number or TIN
IDENTIFICATION NUMBER ("TIN") IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
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Part 2 -- Check the box if you are NOT subject to backup withholding under the provisions of
section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified
that you are subject to backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified you that you are no longer subject
to backup withholding.
Not subject to withholding / /
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Payor's Request for TIN CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, Part 3 --
I CERTIFY THAT THE INFORMATION PROVIDED ON THIS
FORM IS TRUE, CORRECT, AND COMPLETE.
Signature: Date: Awaiting TIN / /
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER. PLEASE REVIEW THE
ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
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BOX 8
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty 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 by the time of payment, 31% of all
reportable cash payments made to me thereafter will be withheld until I provide
a taxpayer identification number.
Signature:
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Date:
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BOX 9
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AFFIDAVIT OF LOST OR DESTROYED CERTIFICATE(S)
THIS AFFIDAVIT IS INVALID IF NOT SIGNED BELOW AND A CHECK IS NOT INCLUDED
Complete this Section ONLY if you cannot locate some or all of your PLM International, Inc. common stock
certificate(s). Please print clearly.
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TOTAL SHARES LOST x Taxpayer ID or Social Security
Number
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Please Fill in Certificate Number of Shares of Common Stock
No.(s), if Known
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Attach separate schedule if needed
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By signing this form I/we swear, depose and state that I/We am the lawful owner of the certificate(s)
indicated above. The certificate(s) representing these shares have not been endorsed, cashed, negotiated,
transferred, assigned, or otherwise disposed of. I/We have made a diligent search for the certificate(s) and
have been unable to find it or them and make this Affidavit for the purpose of inducing the sale, exchange,
redemption, or cancellation of the certificate(s), as outlined in the Letter of Transmittal, without the
surrender of the original(s), and also to request and induce Federal Insurance Company to provide suretyship
for me to cover the missing certificate(s) under its Blanket Bond #8302-00-67. I/We agree to surrender the
certificate(s) for its/their cancellation, if I/we, at any time, find the certificates(s).
I/We hereby agree for myself/ourselves, my/our heirs, successors, assigns and personal representatives, in
consideration of the proceeds of the sale, exchange, redemption or cancellation of the certificate(s), and
the aforementioned suretyship, to indemnify, protect and hold harmless Federal Insurance Company (the
"Surety"), Mellon Investor Services, L.L.C., PLM International Inc., MILPI Acquisition Corp., their
respective affiliates, successors and assigns, and any other party to the transaction (the Obligees), from
and against any and all loss, costs, and damages, including court costs and attorneys fees, which they may be
subject to or liable for in respect to the cancellation and replacement of the certificate(s). The right
accruing to the Obligees under the preceding sentence shall not be limited by the negligence, inadvertence,
accident, oversight, or breach of any duty or obligation on the part of the Obligees or their respective
officers, employees and agents or their failure to inquire into, contest, or litigate any claim, whichever
such negligence, inadvertence, accident, oversight, breach of failure may occur or have occurred. I/We agree
that this Affidavit and Indemnity Agreement is to become part of Blanket Bond # 8302-00-67 underwritten by
the Federal Insurance Company to protect the foregoing Obligees.
Any person who, knowingly and with intent to defraud any insurance company or other person, files an
application or statement of claim, containing any materially false information, or conceals for the purpose
of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is
a crime, and shall also be subject to civil penalties as prescribed by law.
X SIGNED BY AFFIANT (SHAREHOLDER) ON THIS (DATE)
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(DEPONENT) (INDEMNITORE)(HEIRS INDIVIDUALLY) MONTH DAY YEAR
LOST SECURITIES PREMIUM/SERVICE FEE CALCULATION
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IF THE VALUE IS UNDER $1,000, THERE IS A $25.00 SERVICE FEE ONLY
1. Enter the number of shares that are lost: X $3.46 per share = $ Share Value*
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MULTIPLY BY $3.46 PER SHARE TO GET VALUE OF SHARES.
*IF THE SHARE VALUE EXCEEDS $500,000, DO NOT CONTINUE WITH CALCULATION. CONTACT MELLON INVESTOR SERVICES
VIA THE 800 # PROVIDED.
2. If value is greater than $1000. . . . $ X (Share Value) (2%) or .02=$ Surety Premium
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MULTIPLY BY 2% (.02) FOR SURETY PREMIUM
3. Add $25.00 for service fee for total amount due $25.00
TOTAL AMOUNT DUE (ADD LINES 2 & 3) $
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Please make all checks payable to MELLON INVESTOR SERVICES.
ANY CHECKS OVER $250.00 MUST BE IN THE FORM OF A CERTIFIED CHECK, CASHIER'S CHECK OR MONEY ORDER.
Please send your signed check or money order, along with the Letter of Transmittal to the address on the back
of this form.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of the Security Transfer Agent
Medallion Signature Program, or by any other "eligible guarantor institution,"
as such term is defined in Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended (each of the foregoing being an "Eligible
Institution"), unless (i) this Letter of Transmittal is signed by the registered
holder(s) of shares of Company Common Stock (which term, for purposes of this
document, shall include any participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of shares of
Company Common Stock) tendered hereby exactly as such holder(s) name(s)
appear(s) on the Share Certificate(s) and such holder(s) has (have) not
completed either Box 4 or Box 5 entitled "Special Issuance and Payment
Instructions" or "Special Delivery Instructions," respectfully, above or
(ii) such shares of Company Common Stock are tendered for the account of an
Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter of
Transmittal is to be used either if Share Certificates are to be forwarded
herewith or if tenders are to be made pursuant to the procedures for tenders by
book-entry transfer pursuant to the procedure set forth in Section 3 of the
Offer to Purchase. Share Certificates evidencing all physically tendered shares
of Company Common Stock, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all shares of
Company Common Stock delivered by book-entry transfer, as well as 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 at one of its addresses set
forth above prior to the Expiration Date (as defined in Section 1 of the Offer
to Purchase). If Share Certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery. Stockholders whose Share Certificates are not
immediately available, who cannot deliver their Share Certificates and all other
required documents to the Depositary prior to the Expiration Date or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis may
tender their shares of Company Common Stock pursuant to the guaranteed delivery
procedure described 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, in
the form made available by Purchaser, must be received by the Depositary prior
to the Expiration Date; and (iii) the Share Certificates evidencing all
physically delivered shares of Company Common Stock in proper form for transfer
by delivery, or a confirmation of a book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility of all shares of Company Common
Stock delivered by book-entry transfer, in each case together with a Letter of
Transmittal (or a facsimile thereof), 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 within three New York Stock Exchange ("NYSE")
trading days after the date of execution of such Notice of Guaranteed Delivery,
all as described in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED AND ACCEPTED BY THE DEPOSITARY.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional shares of Company Common Stock will be purchased. By execution of
this Letter of Transmittal (or a manually signed facsimile hereof) or delivery
of an Agent's Message in lieu thereof, all tendering stockholders waive any
right to receive any notice of the acceptance of their shares of Company Common
Stock for payment.
3. INADEQUATE SPACE. If the space provided in Box 1, above, is inadequate,
the Share Certificate numbers, the number of shares of Company Common Stock
evidenced by such Share Certificates and the number of shares of Company Common
Stock tendered should be listed on a separate signed schedule and attached
hereto.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. If fewer than all shares of
Company Common Stock evidenced by any Share Certificate delivered to the
Depositary herewith are to be tendered hereby, fill in the number of shares of
Company Common Stock that are to be tendered in Box 1. In such cases, new Share
Certificate(s) evidencing the remainder of shares of Company Common Stock that
were evidenced by the Share Certificates delivered to the Depositary herewith
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in Box 5, as soon as practicable after the Expiration Date or
the termination of the Offer. All shares of Company Common Stock evidenced by
Share Certificates delivered to the Depositary will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Company Common Stock may be
withdrawn at any time on or prior to the Expiration Date and, unless theretofore
accepted for payment by the Purchaser pursuant to the Offer, may also be
withdrawn at any time after February 27, 2001 (or such later date as may apply
in case the Offer is extended). In order for a withdrawal to be effective, a
written or facsimile transmission of such notice of withdrawal must be timely
received by the Depositary at one of its addresses set forth on the front cover
page hereof. Any such notice of withdrawal must specify (i) the name of the
person who tendered the Company Common Stock to be withdrawn, (ii) the number of
shares of Company Common Stock to be withdrawn and (iii) the name of the
registered holder of such Company Common Stock, if different from that of the
person who tendered such Company Common Stock. If Share Certificates evidencing
Company Common Stock to be withdrawn have been delivered or otherwise identified
to the Depositary, then, prior to the physical release of such Share
Certificates, the serial numbers shown on such Share Certificates must be
submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution. If shares of Company Common Stock
have been tendered pursuant to the procedure for book-entry transfer as set
forth in Section 3 of the Offer to Purchase, any notice of withdrawal must
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Company Common Stock.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding. None of the
Purchaser, or any of its respective affiliates or assigns, the Depositary, the
Information Agent or any other person will be under any duty to give any
notification of any defects of irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
Withdrawals of Company Common Stock may not be rescinded. Any Company Common
Stock properly withdrawn will thereafter be deemed not to have been validly
tendered for purposes of the Offer. However, withdrawn Company Common Stock may
be re-tendered at any time prior to the Expiration Date by following one of the
procedures described in Section 3 of the Offer to Purchase.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of shares of
Company Common Stock tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the Share Certificates evidencing such shares
of Company Common Stock without alteration, enlargement or any other change
whatsoever.
If any shares of Company Common Stock tendered hereby are held of record by
two or more persons, all such persons must sign this Letter of Transmittal. If
any shares of Company Common Stock tendered hereby are registered in different
names, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of such shares of
Company Common Stock.
If this Letter of Transmittal is signed by the registered holder(s) of
shares of Company Common Stock tendered hereby, no endorsements of Share
Certificates or separate stock powers are required, unless payment is to be made
to, or Share Certificates evidencing shares of Company Common Stock not tendered
or not accepted for payment are to be issued in the name of, a person other than
the registered holder(s) (and Box 4 is properly completed).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of shares of Company Common Stock tendered hereby, the
Share Certificate(s) evidencing shares of Company Common Stock tendered hereby
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on such
Share Certificate(s). Signatures on such Share Certificate(s) and stock powers
must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, 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 otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any shares of the Company Common Stock to it or its order pursuant
to the Offer. If, however, payment of the purchase price of any shares of
Company Common Stock purchased is to be made to, or Share Certificates
evidencing shares of Company Common Stock not tendered or not accepted for
payment are to be issued 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 the Letter of Transmittal, the amount of any
stock transfer taxes (whether imposed on the registered holder(s), or such other
person, or otherwise) payable on account of the transfer to such other person
will be deducted from the purchase price of such shares of Company Common Stock
purchased, unless evidence satisfactory to the Purchaser of the payment of such
taxes, or exemption therefrom, is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING SHARES
TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. Box 4 must be completed if a
check for the purchase price of any shares of Company Common Stock tendered
hereby is to be issued in the name of a person other than the undersigned, or if
Share Certificate(s) evidencing shares of Company Common Stock not tendered or
not accepted for payment are to be issued in the name of a person other than the
undersigned. Box 5 must be completed if such check or any such Share Certificate
is to be sent to a person other than the undersigned or if such check or any
such Share Certificate is being sent to the undersigned but at an address other
than that shown in Box 1.
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent at its
respective address or telephone number 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.
9. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided in Box 7, above, and to certify, under
penalty of perjury, that such number is correct and that such stockholder is not
subject to backup withholding of federal income tax. If a tendering stockholder
has been notified by the Internal Revenue Service that such stockholder is
subject to backup withholding, such stockholder must cross out item (2) of the
Certification box on the Substitute Form W-9, unless such stockholder has since
been notified by the Internal Revenue Service that such stockholder is no longer
subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the tendering stockholder to 31% federal income
tax withholding on the payment of the purchase price of all shares of Company
Common Stock purchased from such stockholder. If the tendering stockholder has
not been issued a TIN and has applied for one or intends to apply for one in the
near future, such stockholder must check the box in Part 3 provided in Box 7 and
must sign and date such form and must complete the certification in Box 8. If
Box 8 is completed and the Depositary is not provided with a TIN within
60 days, the Depositary will withhold 31% on all payments of the purchase price
to such stockholder until a TIN is provided to the Depositary.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE HEREOF),
PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE) AND
SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
Facsimiles of the Letter of Transmittal, properly completed and duly signed,
will be accepted. The Letter of Transmittal and Share Certificates and any other
required documents should be sent or delivered by each stockholder or such
stockholder's broker, dealer, commercial bank, trust company or other nominee to
the Depositary at one of its addresses or to the facsimile number set forth
above.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a stockholder whose tendered shares of
Company Common Stock are accepted for payment is generally required to provide
the Depositary (as payer) with such stockholder's correct TIN on Substitute
Form W-9 provided herewith. If such stockholder is an individual, the TIN
generally is such stockholder's social security number. If the Depositary is not
provided with the correct TIN, the stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service and payments that are made to such
stockholder with respect to shares of Company Common Stock purchased pursuant to
the Offer may be subject to backup withholding of 31%. In addition, if a
stockholder makes a false statement that results in no imposition of backup
withholding, and there was no reasonable basis for making such statement, a $500
penalty may also be imposed by the Internal Revenue Service.
Certain stockholders (including, among others, corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement (Internal Revenue Service
Form W-8), signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Depositary. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions. A STOCKHOLDER SHOULD CONSULT
HIS OR HER OWN TAX ADVISOR AS TO SUCH STOCKHOLDER'S QUALIFICATION FOR EXEMPTION
FROM BACKUP WITHHOLDING AND THE PROCEDURE FOR OBTAINING SUCH EXEMPTION.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained provided that the
required information is furnished to the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9. To prevent backup withholding on payments
that are made to a stockholder with respect to shares of Company Common Stock
purchased pursuant to the Offer, the stockholder is required to notify the
Depositary of such stockholder's correct TIN by completing the form above
certifying that (a) the TIN provided on Substitute Form W-9 is correct (or that
such stockholder is awaiting a TIN), and (b)(i) such stockholder 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 such stockholder that such
stockholder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY. The stockholder is required to give the
Depositary the TIN (e.g., social security number or employer identification
number) of the record holder of shares of Company Common Stock tendered hereby.
If shares of Company Common Stock 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 guidance
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, the stockholder should write "Applied For" in the space provided for the
TIN in Part I, and sign and dated 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 will withhold 31% of all payments of the purchase price to such
stockholder until a TIN is provided to the Depositary.
10. AFFIDAVIT OF LOST OR DESTROYED CERTIFICATES. If the Letter of
Transmittal is being submitted to tender shares represented by Share
Certificates which have been lost or destroyed, Box 9 of the Letter of
Transmittal must be completed, including the service fee calculation, and a
check for the payment of such fee must be included along with the Letter of
Transmittal. If Box 9 has been completed and a check is being delivered with the
Letter of Transmittal, a facsimile copy of the Letter of Transmittal may not be
submitted.
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
[LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Collect)
or
(800) 322-2885 (Toll Free)
December 29, 2000