LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
LOISLAW.COM, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 29, 2000
BY
LL ACQUISITION CORP.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
WOLTERS KLUWER U.S. CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, JANUARY 29, 2001, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
BY MAIL: BY HAND:
Morgan Guaranty Trust Company of New York Morgan Guaranty Trust Company of New York
Corporate Reorganization c/o Securities Transfer and Reporting Services
PO Box 43006 100 William Street, Galleria
Providence, RI 02940-3006 New York, NY 10038
BY OVERNIGHT COURIER: BY FACSIMILE TRANSMISSION:
Morgan Guaranty Trust Company of New York (781) 575-4826
c/o Colbert Management Corporate Reorganization
40 Campanelli Drive CONFIRM BY TELEPHONE:
Braintree, MA 02184 (781) 575-4816
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE, WILL
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 completed by stockholders of
Loislaw.com, Inc. either if certificates evidencing shares of Common Stock (as
defined below) are to be forwarded herewith or if a tender of such shares is to
be made by book-entry transfer to the account of Morgan Guaranty Trust Company
of New York, as depositary (the "Depositary"), at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
Section 3--"Procedure for Tendering Shares" of the Offer to Purchase (as defined
below). DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
DESCRIPTION OF SHARES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) AND SHARE(S) TENDERED
SHARES TENDERED APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
TOTAL NUMBER
CERTIFICATE OF SHARES NUMBER
NUMBER(S)* EVIDENCED BY OF SHARES
CERTIFICATE(S)* TENDERED**
TOTAL SHARES
* Need not be completed by stockholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each certificate delivered to the Depositary are being tendered. See
Instruction 4 of this Letter of Transmittal.
The names and addresses of the registered holders should be printed, if
not already printed above, exactly as they appear on the certificates
representing shares of Common Stock tendered hereby. The certificates and the
number of shares of Common Stock that the undersigned wishes to tender should
be indicated in the appropriate boxes.
Holders of shares of Common Stock whose certificates are not immediately
available, or who are unable to deliver their certificates and all other
documents required by this Letter of Transmittal to the Depositary on or prior
to the Expiration Date (as defined in Section 1--"Terms of the Offer;
Expiration Date; Extension of Tender Period; Termination; Amendment" of the
Offer to Purchase) or who cannot complete the procedure for delivery by
book-entry transfer on a timely basis and who wish to tender their shares must
tender their shares pursuant to the guaranteed delivery procedure set forth in
Section 3--"Procedure for Tendering Shares" of the Offer to Purchase. See
Instruction 2 of this Letter of Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
/ / I HAVE LOST MY CERTIFICATES THAT REPRESENTED ________ SHARES OF COMMON
STOCK AND REQUIRE ASSISTANCE IN OBTAINING A REPLACEMENT CERTIFICATE. I
UNDERSTAND THAT I MUST CONTACT INTERWEST TRANSFER COMPANY (THE "TRANSFER
AGENT") TO OBTAIN INSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE
INSTRUCTION 10.
/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
Name of Tendering Stockholder(s)' Institution_________________________________
Account Number_________________________________________________________________
Transaction Code Number_______________________________________________________
2
/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s)____________________________________________
Window Ticket Number (if any)_________________________________________________
Date of Execution of Notice of Guaranteed Delivery____________________________
Name of Institution Which Guaranteed Delivery_________________________________
If Delivery by Book-Entry Transfer:
Name of Tendering Institution_________________________________________________
Account Number________________________________________________________________
Transaction Code Number_______________________________________________________
3
Ladies and Gentlemen:
The undersigned hereby tenders to LL Acquisition Corp., a Delaware
corporation (the "Offeror") and an indirect wholly-owned subsidiary of Wolters
Kluwer U.S. Corporation, a Delaware corporation (the "Parent"), the above
described shares of common stock, par value $.001 per share (the "Common
Stock"), of Loislaw.com, Inc., a Delaware corporation (the "Company"),
pursuant to the Offeror's offer to purchase all of the outstanding shares of
Common Stock (the "Shares"), at a purchase price of $4.3545 per Share, net to
the seller in cash, without interest (such price or such higher price per
share as may be paid in the Offer (as defined below), referred to herein as
the "Offer Price"), upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated December 29, 2000 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and this Letter of Transmittal
(which, together with any amendments or supplements thereto, constitute the
"Offer").
Subject to, and effective upon, the acceptance for payment of the Shares
tendered herewith, in accordance with the terms and subject to the conditions
of the Offer (including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Offeror, all right, title
and interest in and to all of the Shares tendered hereby and all dividends
(other than quarterly cash dividends having a record date prior to the Offeror
purchasing and becoming a record holder of such Shares), distributions
(including, without limitation, distributions of additional Shares) and rights
declared, issued, paid or distributed in respect of such Shares on or after
December 29, 2000, and payable or distributable to the undersigned on a date
prior to the transfer to the name of the Offeror (or nominee or transferee of
the Offeror) on the Company's stock transfer records of the Shares tendered
herewith (collectively, "Distributions") and irrevocably constitutes and
appoints Hugh J. Yarrington and Bruce C. Lenz, and each of them, as the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares 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 certificates for such Shares and all Distributions or transfer
ownership of such Shares 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
the Offeror, upon receipt by the Depositary, as the undersigned's agent, of
the Offer Price, (ii) present such Shares 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 and all
Distributions, all in accordance with the terms and subject to the conditions
of the Offer.
The undersigned hereby irrevocably appoints Hugh J. Yarrington and Bruce
C. Lenz, and each of them, as the attorney-in-fact and proxy of the
undersigned, each with full power of substitution, to vote in such manner as
each such attorney and proxy or the substitute for any such attorney and proxy
shall, in the sole discretion of each such attorney and proxy, deem proper,
and otherwise act (by written consent or otherwise) with respect to all of the
Shares tendered hereby (and any Distributions) which the undersigned is
entitled to vote at any meeting of stockholders of the Company (whether annual
or special and whether or not adjourned or postponed), or consent in lieu of
any such meeting or otherwise. This power of attorney and proxy is irrevocable
and is granted in consideration of, and is effective upon, the Offeror's oral
or written notice to the Depositary of its acceptance for payment of such
Shares in accordance with the terms of the Offer. Such acceptance for payment
shall revoke all other powers of attorney and proxies given by the undersigned
at any time with respect to such Shares (and any Distributions), and no
subsequent powers of attorney, proxies or written consents may be given (and
if given or executed shall not be effective) by the undersigned with respect
thereto. The undersigned acknowledges and understands that in order for Shares
to be deemed validly tendered, immediately upon the Offeror's acceptance for
payment of such Shares, the Offeror must be able to exercise full voting power
and other rights of a record and beneficial holder, including, without
limitation, voting at any meeting of the Company's stockholders or acting by
written consent, with respect to such Shares (and any Distributions).
4
The undersigned hereby represents and warrants that: (i) the undersigned
has full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any Distributions) and (ii) when the same are accepted
for payment by the Offeror, the Offeror will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions,
charges, claims and encumbrances, and that none of such Shares 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 Offeror to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby and all Distributions.
In addition, the undersigned shall remit and transfer promptly to the
Depositary for the account of the Offeror all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and, pending such remittance and transfer or appropriate assurance thereof,
the Offeror shall be entitled, subject to applicable law, to all rights and
privileges as owner of each such Distribution and may withhold the entire
Offer Price or deduct from the Offer Price the amount or value of such
Distribution as determined by the Offeror in its sole discretion.
No authority conferred herein or agreed to be conferred herein 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, executors, administrators, trustees in bankruptcy, personal
and legal representatives, successors and assigns of the undersigned. Except
as described in Section 4--"Withdrawal Rights" of the Offer to Purchase, this
tender is irrevocable.
The undersigned understands that the acceptance for payment of tendered
Shares by the Offeror pursuant to any of the procedures described in Section
2--"Acceptance for Payment and Payment for Shares" 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 undersigned recognizes that under
certain circumstances set forth in the Offer to Purchase, the Offeror may not
be required to accept for payment any of the Shares tendered hereby. See
Section 14--"Certain Conditions to Our Obligations" of the Offer to Purchase.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions", please issue the check for the Offer Price for all Shares
purchased and return any certificates for Shares not tendered or not
purchased, in the name(s) of the registered holder(s) appearing above under
"Description of Shares of Common Stock Tendered". Similarly, unless otherwise
indicated in the box entitled "Special Delivery Instructions", please mail the
check for the Offer Price for all Shares purchased and return any certificates
for any Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above
under "Description of Shares of Common Stock Tendered". If the boxes entitled
"Special Delivery Instructions" and "Special Payment Instructions" are both
completed, please issue the check for the Offer Price for all Shares purchased
and return any certificates for Shares not tendered or not purchased in the
name(s) of, and deliver said check and/or certificate(s) to, the person(s) so
indicated. Unless otherwise indicated in the box entitled "Special Payment
Instructions", in the case of a book-entry delivery of Shares, please credit
the account maintained at the Book-Entry Transfer Facility with any Shares not
purchased. The undersigned recognizes that the Offeror 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 Offeror does not accept
for payment any of the Shares tendered hereby.
5
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Offer Price of Shares purchased
(less the amount of any federal income and backup withholding tax required to
be withheld) or certificates for Shares not tendered or not purchased are to
be issued in the name of someone other than the undersigned.
Issue / / Check / / Certificate(s) to:
Name _________________________________________________________________________
(PLEASE PRINT)
Address ______________________________________________________________________
_____________________________________________________________________________
(INCLUDE ZIP CODE)
_____________________________________________________________________________
(RECIPIENT'S TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE W-9 BELOW)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Offer Price of Shares purchased
(less the amount of any federal income and backup withholding tax required to
be withheld) or certificates for Shares not tendered or not purchased are to
be sent to someone other than the undersigned, or to the undersigned at an
address other than that shown under "Description of Shares of Common Stock
Tendered".
Issue / / Check / / Certificate(s) to:
Name _________________________________________________________________________
(PLEASE PRINT)
Address ______________________________________________________________________
_____________________________________________________________________________
(INCLUDE ZIP CODE)
_____________________________________________________________________________
(RECIPIENT'S TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE W-9 BELOW)
6
IMPORTANT
STOCKHOLDERS: SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
______________________________________________________________________________
______________________________________________________________________________
(SIGNATURE(S) OF STOCKHOLDER(S))
Dated: ________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificates or on a security position listing or by person(s) authorized to
become registered holder(s) by certificate(s) and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following
information. See Instruction 5.)
Name(s) ______________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title) ________________________________________________________
Address ______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _______________________________________________
Tax Identification or Social Security Number _________________________________
(See Substitute Form W-9 below)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN THE SPACE BELOW.
Authorized Signature(s) ______________________________________________________
Name _________________________________________________________________________
(PLEASE PRINT)
Title ________________________________________________________________________
Name of Firm _________________________________________________________________
Address ______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _______________________________________________
Dated: ________________________
7
PAYER'S NAME: MORGAN GUARANTY TRUST COMPANY OF NEW YORK
- -------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Form W-9 PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number or
Department of the Treasury RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Employer Identification Number
Internal Revenue Service -------------------------------
(if awaiting TIN write "Applied
For")
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER ("TIN")
----------------------------------------------------------------------------------
PART 2--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 because: (a) I am exempt from backup withholding, or (b) I have not been notified by
the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest
or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are currently
subject to backup withholding because of underreporting interest or dividends on your tax return. 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, do not cross out item (2).
----------------------------------------------------------------------------------
PART 3--
Awaiting TIN / /
Signature Dated
----------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW 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 CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered
an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (2) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number, 31% of all reportable payments made to me will be
withheld, but that such amounts will be refunded to me if I then provide a
taxpayer identification number within 60 days.
Signature ____________________________ Dated ___________________
Name (Please print) _____________________________________________
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. SIGNATURE GUARANTEE. No signature guarantee on this Letter of Transmittal
is required if (i) this Letter of Transmittal is signed by the registered
holder(s) (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 tendered herewith, unless such holder(s)
have completed either the box entitled "Special Delivery Instructions" or
"Special Payment Instructions" on this Letter of Transmittal) or (ii) such
Shares are tendered for the account of a financial institution (including most
commercial banks, savings and loan associations and brokerage houses) that is a
member in good standing of the Securities Transfer Agents Medallion Program, the
New York Stock Exchange, Inc. Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by stockholders either if certificates are to be
forwarded herewith, or unless an Agent's Message (as defined in Section 2--
"Acceptance for Payment and Payment for Shares" of the Offer to Purchase) is
utilized, if tenders are to be made pursuant to the procedures for delivery by
book-entry transfer set forth in Section 3--"Procedure for Tendering Shares" of
the Offer to Purchase. Certificates for all physically tendered Shares, or
timely confirmation of a book-entry transfer (a "Book Entry Confirmation") into
the Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered by book-entry transfer, this Letter of Transmittal (or manually signed
facsimile hereof) properly completed and duly executed with all required
signature guarantees and any other documents required by this Letter of
Transmittal, must be received by the Depositary at the address set forth herein
on or prior to the Expiration Date (as defined in Section 1--"Terms of the
Offer; Expiration Date; Extension of Tender Period; Termination; Amendment" of
the Offer to Purchase), or the tendering stockholder must comply with the
guaranteed delivery procedures set forth below. If certificates are forwarded to
the Depositary in multiple deliveries, this Letter of Transmittal (or manually
signed facsimile hereof) properly completed and duly executed with all required
signature guarantees must accompany each such delivery.
Stockholders whose certificates for Shares are not immediately available,
who cannot deliver their certificates and all other required documents to the
Depositary on or 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 pursuant to the guaranteed delivery procedures set forth in Section
3--"Procedure for Tendering Shares" of the Offer to Purchase. Pursuant to such
procedures, (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 Offeror, must be received by the
Depositary, either by hand delivery, mail or facsimile transmission, on or prior
to the Expiration Date and (iii) the certificates for all physically tendered
shares, in proper form for transfer (or Book-Entry Confirmation) together with
this Letter of Transmittal (or manually signed facsimile thereof) properly
completed and duly executed with all 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 trading days after the date of the execution and delivery to the
Depositary of the Notice of Guaranteed Delivery. A trading day is any day on
which the Nasdaq National Market is open for business.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING
STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED FOR SUCH DOCUMENTS TO REACH THE DEPOSITARY. EXCEPT AS
OTHERWISE PROVIDED IN THIS INSTRUCTION 2, DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares of Common Stock Tendered" is inadequate, the certificate numbers, the
number of Shares evidenced by such certificates and the number of Shares
tendered should be listed on a separate signed schedule and attached hereto.
9
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares evidenced by any certificate delivered
to the Depositary herewith are to be tendered, fill in the number of Shares that
are to be tendered in the box entitled "Number of Shares Tendered". In such
case, as soon as practicable after the Expiration Date, new certificate(s)
evidencing the remainder of the Shares that were evidenced by the certificates
delivered to the Depositary herewith will be sent by Interwest Transfer Company
(the "Transfer Agent") for the Shares to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the box entitled "Special Delivery
Instructions". All Shares represented by certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the certificates without alteration, enlargement or any other change whatsoever.
Do not sign the back of the certificates.
If any Share tendered hereby is held of record by two or more holders, all
such holders must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in names of different
holders, 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 tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment is to be made, or certificates for Shares not
tendered or not purchased are to be issued in the name of, a person other than
the registered holder(s), in which case the certificate(s) 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
certificate(s), and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares tendered hereby, the certificates tendered
hereby must be endorsed or accompanied by appropriate stock powers, in either
case signed as the name(s) of the registered holder(s) appear(s) on such
certificates. Signatures on such certificates and stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is 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 Offeror of such person's authority to so act must be
submitted.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the Offer Price
of any Shares tendered hereby is to be issued, or certificate(s) not tendered or
not purchased are to be issued, in the name of a person other than the person
signing this Letter of Transmittal, or if the check or any certificate 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 but at an address other than that shown above, the
appropriate boxes on this Letter of Transmittal must be completed.
7. STOCK TRANSFER TAXES. Except as set forth in this Instruction 7, the
Offeror will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale of the purchased Shares to it, or to its order, pursuant
to the Offer. If, however, payment of the Offer Price of any Shares purchased is
to be made to, or certificate(s) for Shares not tendered or not purchased are to
be issued in the name of, a person other than the registered owner(s), or if
tendered certificates are registered in the name of any persons other than the
persons signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such other person will be
deducted from the Offer Price of such shares purchased, unless evidence
satisfactory to the Offeror of the payment of such taxes or exemption therefrom
is submitted.
8. WAIVER OF CONDITIONS. Subject to the terms of the Merger Agreement (as
defined in the Offer to Purchase), the conditions of the Offer may be waived by
the Offeror, in whole or in part, at any time and from time to time in the
Offeror's sole discretion, in the case of any Shares tendered.
10
9. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depositary with a correct taxpayer identification number ("TIN"), generally
the stockholder's social security or federal employer identification number, and
with certain other information, on the Substitute Form W-9, which is provided
under "Important Tax Information" below, and to certify, under penalties of
perjury, that such number is correct and that the 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 (Part 2) of 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 Offer Price of all Shares purchased
from such stockholder. The box in Part 3 of the Substitute Form W-9 may be
checked if the tendering stockholder 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 and the Depositary is not provided with the TIN within 60 days, the
Depositary will withhold 31% on all payments of the Offer Price to such
stockholder until a TIN is provided to the Depositary.
10. LOST, MUTILATED, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing shares has been lost, mutilated, destroyed or stolen, the
stockholder should complete this Letter of Transmittal and check the appropriate
box above and promptly notify the Transfer Agent. The stockholder will then be
instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, mutilated, destroyed or
stolen certificates have been followed. To expedite replacement, call the
Transfer Agent at (801) 272-9294. The stockholder may also be required to give
the Company a bond as indemnity against any claim that may be made against it
with respect to the certificate(s) alleged to have been lost, mutilated,
destroyed or stolen. There can be no assurance that such lost, mutilated,
destroyed or stolen certificate(s) will be replaced prior to the Expiration
Date.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance may be directed to the Information Agent or the Dealer Manager at
their respective addresses and telephone numbers 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 or the Dealer Manager at the addresses and telephone numbers
set forth below. Holders of Shares may also contact their brokers, dealers,
commercial banks or trust companies or other nominees for assistance concerning
the Offer.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE HEREOF)
PROPERLY COMPLETED AND DULY EXECUTED (WITH ALL REQUIRED GUARANTEES AND
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY PROPERLY COMPLETED AND DULY
EXECUTED MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE
(AS DEFINED IN SECTION 1--"TERMS OF THE OFFER; EXPIRATION DATE; EXTENSION OF
TENDER PERIOD; TERMINATION; AMENDMENT" OF THE OFFER TO PURCHASE).
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IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
stockholder's current TIN on Substitute Form W-9. If such stockholder is an
individual, the TIN is such stockholder's social security number. If the
Depositary is not provided with the correct TIN, the stockholder or other payee
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such stockholder or other payee with respect
to Shares purchased pursuant to the Offer may be subject to backup withholding
of 31%.
Certain stockholders (including, among others, all corporation, and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual or a foreign entity to qualify
as an exempt recipient, that stockholder must submit to the Depositary a
properly completed Internal Revenue Service Form W-8 (a "Form W-8"), signed
under penalties of perjury, attesting to that individual's exempt status. A Form
W-8 can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payment made to the stockholder or other payee. 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 from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made to a stockholder or other
payee with respect to shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of the stockholder's current TIN (or the TIN
of any other payee) by completing the form, certifying that the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), and
that (1) the stockholder has not been notified by the Internal Revenue Service
that the stockholder is subject to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal Revenue Service has
notified the stockholder that the stockholder is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN (I.E., social
security number or employer identification number) of the record owner of the
shares tendered hereby. 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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THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO]
17 State Street, 10th Floor
New York, New York 10004
BANKS AND BROKERS CALL COLLECT: (212) 440-9800
ALL OTHERS CALL TOLL FREE: (800) 223-2064
THE DEALER MANAGER FOR THE OFFER IS:
MERRILL LYNCH & CO.
Four World Financial Center
New York, New York 10080
Call Collect: (212) 236-3790