LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
DATA RESEARCH ASSOCIATES, INC.
AT
$11.00 NET PER SHARE IN CASH
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 25, 2001
BY
MCGUIRE ACQUISITION INC.,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
SIRSI HOLDINGS CORP.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, AUGUST 21, 2001, UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
COMPUTERSHARE TRUST COMPANY OF NEW YORK
BY HAND: BY OVERNIGHT COURIER: BY MAIL:
Wall Street Plaza, Wall Street Plaza, Wall Street Station,
88 Pine Street, 19th 88 Pine Street, 19th Floor P.O. Box 1010
Floor New York, NY 10005 New York, NY
New York, NY 10005 10268-1010
BY FACSIMILE TRANSMISSION:
FOR ELIGIBLE INSTITUTIONS ONLY:
(212) 701-7636
CONFIRM RECEIPT OF GUARANTEED DELIVERY BY TELEPHONE:
(212) 701-7624
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PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
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DESCRIPTION OF SHARES OF DATA RESEARCH ASSOCIATES, INC. STOCK TENDERED
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NAME(S) AND ADDRESS(ES) OF RECORD HOLDERS SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
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CERTIFICATE NUMBER OF SHARES NUMBER OF SHARES
NUMBER(S)* REPRESENTED BY TENDERED**
CERTIFICATE*
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* Need not be completed by shareholders delivering shares of common stock of
Data Research Associates, Inc. by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all shares represented
by certificates delivered to the Depositary are being tendered. See
Instruction 4.
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Shareholders of Data Research Associates, Inc. must complete this Letter of
Transmittal if either certificates evidencing tendered Shares (as defined below)
are to be forwarded with this letter or if delivery of Shares is to be made by
book-entry transfer to an account maintained by the Depositary at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures
set forth in "The Tender Offer--Procedures For Accepting Our Offer And Tendering
Shares" of the Offer to Purchase dated July 25, 2001 (the "Offer to Purchase").
Shareholders who deliver Shares by book-entry transfer are referred to herein as
"Book-Entry Shareholders." Shareholders whose certificates evidencing Shares are
not immediately available or who cannot deliver their certificates and all other
documents required hereby to the Depositary prior to the Expiration Date (as
defined in "The Tender Offer--Terms Of Our Offer; Expiration Date" 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 do so
pursuant to the guaranteed delivery procedure described in "The Tender
Offer--Procedures For Accepting Our Offer And Tendering Shares" of the Offer to
Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: _______________________________________________
Account Number: ______________________________________________________________
Transaction Code Number: _____________________________________________________
/ / 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 Record Holder(s): _________________________________________________
Window Ticket No. (if any): __________________________________________________
Date of Execution of Notice of Guaranteed Delivery: __________________________
Name of Institution that Guaranteed Delivery: ________________________________
If delivery is by book-entry transfer, give the following information: _______
Account Number: ______________________________________________________________
Transaction Code Number: _____________________________________________________
/ / CHECK HERE IF ANY CERTIFICATES REPRESENTING YOUR SHARES HAVE BEEN LOST,
DESTROYED OR STOLEN AND CONTACT THE DEPOSITARY TO OBTAIN ANY AFFIDAVIT OF
LOSS. (SEE INSTRUCTION 10):
Number of Shares represented by lost, destroyed or stolen certificates: ______
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE OF IT),
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
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 (AS
DEFINED IN THE OFFER TO PURCHASE). DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN
ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
2
LADIES AND GENTLEMEN:
The undersigned hereby tenders to McGuire Acquisition Inc., a Delaware
corporation (the "Purchaser") and an indirect wholly owned subsidiary of SIRSI
Holdings Corp., a Delaware corporation ("Parent"), shares of common stock, $0.01
par value per share (the "Shares"), of Data Research Associates, Inc., a
Missouri corporation ("DRAI"), pursuant to the Purchaser's Offer to Purchase (as
defined below) all issued and outstanding Shares upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated July 25, 2001 ("Offer
to Purchase"), receipt of which is hereby acknowledged, and this Letter of
Transmittal (together with the Offer to Purchase and any amendments or
supplements hereto or thereto, collectively constituting 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 tendered pursuant to the
Offer.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of May 16, 2001 as amended on June 27, 2001, July 12, 2001 and July 24, 2001,
by and among Parent, the Purchaser and DRAI, as it may be amended, supplemented
or restated from time to time in accordance with the terms thereof.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment by the Purchaser of
Shares tendered herewith, in accordance with the terms of the Offer, the
undersigned hereby tenders, sells, assigns and transfers to or upon the order of
Purchaser all right, title and interest in and to all Shares that are being
tendered hereby and all dividends, distributions (including, without limitation,
distributions of additional Shares) and rights declared, paid or distributed in
respect of those Shares on or after May 16, 2001 (collectively, "Distributions")
and irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to the tendered Shares (and any
and all Distributions), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to
(1) deliver certificates evidencing the tendered Shares (and any and all
Distributions), or transfer ownership of the tendered Shares (and any 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, (2) present the tendered
Shares (and any and all Distributions) for transfer on the books of DRAI and
(3) receive all benefits and otherwise exercise all rights of beneficial
ownership of the tendered Shares (and any and all Distributions), all in
accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints the Purchaser and the designees of the Purchaser as the agents,
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote in such manner as such agent, attorney and proxy or his,
her or its substitute will, in his, her or its sole discretion, deem proper and
otherwise act (by written consent or otherwise) with respect to all tendered
Shares which have been accepted for payment by the Purchaser prior to the time
of such vote or other action and all Shares and other securities issued in
Distributions in respect of the tendered Shares, which the undersigned is
entitled to vote at any meeting of shareholders of DRAI (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 the tendered Shares, is irrevocable and is granted in
consideration of, and is effective upon, the acceptance for payment of the
tendered Shares by the Purchaser in accordance with the terms of the Offer.
Acceptance for payment will revoke all other proxies and powers of attorney
granted by the undersigned at any time with respect to the tendered Shares (and
all Shares and other securities issued in Distributions in respect of the
tendered Shares), 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 or Distributions to be deemed validly tendered, immediately upon the
Purchaser's acceptance of the tendered Shares for payment, the Purchaser must be
able to exercise full voting and other rights with respect to the tendered
Shares (and any and all Distributions), including, without limitation, voting at
any meeting of DRAI's shareholders.
3
The undersigned hereby represents and warrants that (1) the undersigned has
full power and authority to tender, sell, assign and transfer Shares tendered
hereby (and any and all Distributions) and (2) when the tendered Shares are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto (and to any and all Distributions),
free and clear of all liens, pledges, restrictions, charges, encumbrances or
voting agreements, and that none of the tendered Shares (and Distributions) will
be subject to any adverse claim. The undersigned, upon request, will execute and
deliver all additional documents deemed by the Depositary or the Purchaser to be
necessary or desirable to complete the tender, sale, assignment and transfer to
the Purchaser of the tendered Shares (and any and all Distributions). In
addition, the undersigned will remit and transfer promptly to the Depositary for
the account of the Purchaser any and all Distributions in respect of Shares
tendered hereby, accompanied by appropriate documentation of transfer, and until
receipt of transfer or appropriate assurance of receipt and transfer, the
Purchaser will be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the tendered Shares,
or deduct from the purchase price, the amount or value of that Distribution as
determined by the Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred will be affected by,
and all such authority will survive, the death or incapacity of the undersigned.
All obligations of the undersigned in this Letter of Transmittal will be binding
upon the heirs, executors, personal representatives, successors and assigns of
the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable. The undersigned understands that the valid tender of shares
pursuant to any one of the procedures described in "The Tender Offer--Procedures
For Accepting Our Offer And Tendering Shares" of the Offer to Purchase and in
the Instructions to this Letter of Transmittal will constitute the undersigned's
acceptance of the terms and conditions of the Offer. The Purchaser's acceptance
of the tendered Shares for payment will constitute a binding agreement between
the undersigned and 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 below in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased and return all certificates evidencing Shares not tendered or not
accepted for payment in the name(s) of the record holder(s) appearing above
under "Description of Shares of Data Research Associates, Inc. Stock Tendered."
Similarly, unless otherwise indicated below in the box entitled "Special
Delivery Instructions," please mail the check for the purchase price of all
Shares purchased and return all certificates evidencing Shares not tendered or
not accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the record holder(s) appearing above under "Description of Shares
of Data Research Associates, Inc. Stock Tendered" in this Letter of Transmittal.
In the event that the boxes below entitled "Special Payment Instructions" and
"Special Delivery Instructions" are both completed, please issue the check for
the purchase price of all Shares purchased and return all certificates
evidencing Shares not tendered or not accepted for payment in the name(s) of,
and deliver such check and return such certificates (and any accompanying
documents, as appropriate) to, the person(s) so indicated. Unless otherwise
indicated below in the box entitled "Special Payment Instructions," please
credit any Shares 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 Purchaser has no
obligation, pursuant to the Special Payment Instructions, to transfer any Shares
from the name of the record holder(s) thereof if Purchaser does not accept for
payment any Shares so tendered.
If you do not wish to have the check for the purchase price of the Shares
and the certificate evidencing Shares not tendered or not purchased issued in
the name of the record holder(s) of the shares of DRAI's common stock, please
complete the "Special Payment Instructions" below. If the check for the purchase
price of the tendered Shares and the certificate evidencing Shares not tendered
or not purchased are to be registered in the name of anyone other than the
record holder or mailed to any person(s) other than the person(s) signing this
Letter of Transmittal, the certificate(s) must be endorsed and signatures
guaranteed.
If you wish to have the check delivered to someone other than the record
holder(s) or to an address other than the address specified in "Description of
Shares of Data Research Associates, Inc. Stock Tendered" please complete the
"Special Delivery Instructions" below and the check will be mailed to the
address(es) indicated.
4
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if checks for the purchase price of the Shares
accepted and the certificates evidencing shares not tendered or not accepted
for payment are to be issued in the name of someone other than the
undersigned. Please print.
Name: ______________________________________________________________________
(FIRST, MIDDLE & LAST NAME)
Address: ___________________________________________________________________
(NUMBER AND STREET)
__________________________________________________________________________
CITY, STATE AND ZIP)
__________________________________________________________________________
TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if checks for the purchase price of Shares accepted
for payment and certificates evidencing shares not tendered or not accepted
for payment are to be delivered to someone other than the undersigned or to
the undersigned at an address other than that shown above. Please print.
Deliver check(s) to:
Name: ______________________________________________________________________
(FIRST, MIDDLE & LAST NAME)
Address: ___________________________________________________________________
(NUMBER AND STREET)
__________________________________________________________________________
CITY, STATE AND ZIP)
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5
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IMPORTANT: ALL DRAI SHAREHOLDERS SUBMITTING THIS LETTER OF TRANSMITTAL MUST
SIGN BELOW AND COMPLETE A SUBSTITUTE FORM W-9
X ________________________________________________ Dated: _________________
(Must be signed by record holder(s) exactly as name(s) appear(s) on
certificates or on a security position listing by person(s) authorized to
become record holder(s) by certificates 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 and see Instruction 5.)
Name(s): ___________________________________________________________________
____________________________________________________________________________
PLEASE PRINT
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
PLEASE INCLUDE ZIP CODE
Daytime Area Code and Telephone No: ________________________________________
Taxpayer Identification or Social Security No.: ____________________________
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
Financial Institutions: Place Medallion Guarantee in Space Below
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6
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 (a) this Letter of Transmittal is signed by the record
holder(s) of Shares (which, for purposes of this Letter of Transmittal, includes
any participant in the Book-Entry Transfer Facility's system whose name appears
on a security position listing as the owner of Shares) tendered hereby and such
holder(s) has (have) not completed the box entitled "Special Payment
Instructions" or "Special Delivery Instructions" above or (b) the Shares are
tendered for the account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used either if certificates are to be forwarded with it or
if tenders are to be made pursuant to the procedures for tenders by book-entry
transfer pursuant to the procedure set forth in "The Tender Offer--Procedures
For Accepting Our Offer And Tendering Shares" of the Offer to Purchase.
Certificates evidencing all physically tendered Shares, or a confirmation of a
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of all Shares delivered by book-entry transfer, as well as a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile of it) with any required signature guarantees (or in the case of a
book-entry transfer, an Agent's Message (as defined in "The Tender
Offer--Procedures For Accepting Our Offer And Tendering Shares" of the Offer to
Purchase) and any other documents required by this Letter of Transmittal, must
be received by the Depositary at its address and/or facsimile number set forth
below prior to the Expiration Date (as defined in "The Tender Offer--Terms Of
Our Offer; Expiration Date" of the Offer to Purchase). If certificates are
forwarded to the Depositary in multiple deliveries, a properly completed and
duly executed Letter of Transmittal must accompany each delivery.
Shareholders whose certificates are not immediately available, who cannot
deliver their 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 pursuant to the
guaranteed delivery procedure described in "The Tender Offer--Procedures For
Accepting Our Offer And Tendering Shares" of the Offer to Purchase. That
procedure involves: (a) a tender that is by or through an Eligible Institution;
(b) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by Purchaser, must be received by the
Depositary prior to the Expiration Date; and (c) the certificates evidencing all
physically delivered Shares 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 delivered by book-entry transfer, in
each case together with a Letter of Transmittal (or a facsimile of it), properly
completed and duly executed, with any required signature guarantees (or in the
case of a book-entry transfer, an Agent's Message (as defined in "The Tender
Offer--Procedures For Accepting Our Offer And Tendering Shares" of the Offer to
Purchase) and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three trading days after the date of
execution of the Notice of Guaranteed Delivery, all as described in "The Tender
Offer--Procedures For Accepting Our Offer And Tendering Shares" of the Offer to
Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED 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 will be purchased. By execution of this Letter of Transmittal
(or a manually signed facsimile of it), all tendering shareholders waive any
right to receive any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided on this Letter of Transmittal
under "Description of Shares of Data Research Associates, Inc. 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 to this Letter of Transmittal.
7
4. PARTIAL TENDERS (NOT APPLICABLE TO BOOK-ENTRY SHAREHOLDERS). If fewer
than all Shares evidenced by any certificate delivered to the Depositary with
this Letter of Transmittal are to be tendered, fill in the number of Shares that
are to be tendered in the column entitled "Number of Shares Tendered." In such
case, new certificate(s) evidencing the remainder of Shares that were evidenced
by the certificates delivered to the Depositary with this Letter of Transmittal
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the box entitled "Special Delivery Instructions" above, as
soon as practicable after the Expiration Date or the termination of the Offer.
All Shares evidenced 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 record holder(s) of Shares tendered
hereby, the signature(s) must correspond with the name(s) as written on the face
of the certificates evidencing the tendered Shares without alteration,
enlargement or any other change whatsoever.
If any tendered Shares are held of record by two or more persons, all of
those named persons must sign this Letter of Transmittal.
If any tendered Shares 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 those tendered shares.
If this Letter of Transmittal is signed by the record holder(s) of tendered
Shares, no endorsements of certificates or separate stock powers are required,
unless payment is to be made to, or certificates evidencing Shares not tendered
or not accepted for payment are to be issued in the name of, a person other than
the record holder(s). If the Letter of Transmittal is signed by a person other
than the record holder(s) of the certificate(s) evidencing Shares tendered, the
tendered certificate(s) must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the record holder(s)
appear(s) on the certificate(s). Signatures on the certificate(s) 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, officer of a
corporation or other person acting in a fiduciary or representative capacity,
that person should so indicate when signing, and proper evidence satisfactory to
Purchaser of that person's authority so to act must be submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay any stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or
certificate(s) evidencing Shares not tendered or not accepted for payment are to
be registered in the name of, any person other than the record 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 that other person will be
deducted from the purchase price of the tendered Shares purchased, unless
evidence satisfactory to Purchaser of the payment of the taxes, or that the
transfer is not subject to tax, is submitted.
IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE
CERTIFICATES EVIDENCING TENDERED SHARES.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any tendered Shares is to be issued in the name of, and/or
certificate(s) evidencing Shares not tendered or not accepted for payment are to
be issued in the name of and/or returned to, a person other than the person(s)
signing this Letter of Transmittal or if a check or any such certificate is to
be sent to a person other than the signor of this Letter of Transmittal or to
the person(s) signing this Letter of Transmittal but at an address other than
that shown in the box entitled "Description of Shares of Data Research
Associates, Inc. Stock Tendered" on the reverse of this Letter of Transmittal,
the appropriate boxes on this Letter of Transmittal must be completed. Any
shareholder(s) delivering Shares by book-entry transfer may request that Shares
not purchased be credited to such account maintained at the Book-Entry Transfer
Facility as such shareholder(s) may designate in the box entitled "Special
Payment Instructions." If no such instructions are given, any such Shares not
purchased will be returned by crediting the account at the Book-Entry Transfer
Facility designated above as the account from which such Shares were delivered.
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent at the
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.
8
9. SUBSTITUTE FORM W-9. Each holder surrendering certificates for payment
is required to provide the Depositary with a correct taxpayer identification
number ("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information," and to indicate whether the holder is subject to backup
withholding by checking the appropriate box in part 2 of the form. Each holder
must date and sign the Substitute W-9 in the spaces indicated. Failure to
provide the information on the form may subject the holder to federal income tax
withholding on the purchase price in 2001.
10. LOST OR DESTROYED CERTIFICATES. If any certificate evidencing Shares
have been lost, destroyed or stolen, the shareholder should check the
appropriate box on the reverse side of the Letter of Transmittal. The Depositary
will then instruct such shareholder as to the procedure to be followed in order
to replace the certificates. The shareholder may be required to post a surety
bond. With respect to Shares evidenced by lost certificates, this Letter of
Transmittal and related documents cannot be processed until procedures for
replacing lost or destroyed certificates have been followed.
The box in Part 3 of the form may be checked if the holder has not been
issued a TIN and has applied for a number or intends to apply for a number in
the near future. If the box in Part 3 is checked, the Depositary will withhold
the required amount of all reportable payments that the holder is otherwise
entitled to receive until a TIN is provided to the Depositary. If the holder
provides a properly certified TIN within 60 days, the Depositary will refund the
withheld amount upon the holder's request.
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a shareholder's whose tendered
shares are accepted for payment is generally required to provide the Depositary
(as payer) with the shareholder's correct TIN on Substitute Form W-9. If a
shareholder's is an individual, the TIN generally is the shareholder's social
security number. If the Depositary is not provided with the correct TIN, the
shareholder's may be subject to a penalty imposed by the Internal Revenue
Service and payments that are made to the shareholder's with respect to shares
purchased pursuant to the Offer may be subject to backup withholding. In
addition, if a shareholder's makes a false statement that results in no
imposition of backup withholding, and there was no reasonable basis for making
such statement, a penalty may also be imposed by the Internal Revenue Service.
Certain shareholders (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, that individual must submit a statement (Internal Revenue Service
Form W-8), signed under penalties of perjury, attesting to that individual's
exempt status. Forms of those 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 tax advisor should
be consulted as to that shareholder qualification for exemption from backup
withholding and the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold
amounts from 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 if 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 shareholder
with respect to Shares purchased in the Offer, each shareholder is required to
notify the Depositary of such shareholder's correct TIN by completing the form
below certifying that (a) the TIN provided on Substitute Form W-9 is correct (or
that such shareholder is awaiting a TIN), and (b)(i) that shareholder has not
been notified by the Internal Revenue Service that he, she or it is subject to
backup withholding as a result of a failure to report all interest or dividends
or (ii) the Internal Revenue Service has notified the shareholder that the
shareholder is no longer subject to backup withholding.
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WHAT NUMBER TO GIVE THE DEPOSITARY
Each shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of
tendered Shares. If Shares are in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report. If the holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, the box in Part 3 of
the Substitute W-9 should be checked. If the box in Part 3 is checked, the
Depositary will withhold the required amount of all reportable payments that the
holder is otherwise entitled to receive until a TIN is provided to the
Depositary. If the holder provides a properly certified TIN within 60 days, the
Depositary will refund the withheld taxes upon the holder's request.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE, OR THE EXPIRATION OF
ANY SUBSEQUENT OFFERING PERIOD, AND EITHER CERTIFICATES FOR TENDERED SHARES MUST
BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE
PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE,
OR THE TENDERING SHAREHOLDERS MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED
DELIVERY.
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- --------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TAXPAYER
FORM W-9 IDENTIFICATION NUMBER IN THE BOX AT -------------------
RIGHT AND CERTIFY BY SIGNING AND DATING Social Security Number
BELOW. OR
------------------- -------------------
Employer Identification Number
------------------------------------------------------------------------
PAYER'S NAME: PART 2--Check one of the boxes below. I am (we are) NOT subject to backup
COMPUTERSHARE withholding under the Internal Revenue Code because (a) I am (we are) exempt from
TRUST COMPANY OF backup withholding, or (b) I (we) have not been notified that I am (we are)
NEW YORK subject to backup withholding as a result of failure to report all interest or
PAYER'S REQUEST dividends, or (c) the Internal Revenue Service has notified me (us) that I am (we
FOR TAXPAYER are) no longer subject to backup withholding.
IDENTIFICATION / / Correct / / Not Correct
NUMBER
------------------------------------------------------------------------
PART 3--CERTIFICATION--Under penalties of perjury, I certify that the information
provided on this form is true, correct and complete.
------------------------------------------------------------------------
Awaiting Taxpayer Identification Number
- --------------------------------------------------------------------------------------------------------------------
SIGNATURE --------------------------------------------------------------- DATE --------------------------------
- --------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF ANY CASH PAYMENT MADE TO YOU WITH RESPECT TO SHARES
OF COMMON STOCK OF DATA RESEARCH ASSOCIATES, INC. TENDERED. 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 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 (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 an application in
the near future. I understand that because I have not provided a taxpayer
identification number, the required amount of all reportable payments made
to me thereafter will be withheld until I provide a number. If I provide a
properly certified taxpayer identification number within 60 days, you will
refund the tax if I so request.
SIGNATURE --------------------------------------- DATE ----------------------------
- --------------------------------------------------------------------------------
For assistance in completing this form, call the Depositary at
(212) 701-7624 and also see Instruction 9 and the section entitled "Important
Tax Information."
Manually signed facsimile copies of this Letter of Transmittal, properly
completed and duly signed, will be accepted. This Letter of Transmittal and
certificates and any other required documents should be sent or delivered by
each shareholder or that shareholder'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 below.
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The Depositary for the Offer is:
COMPUTERSHARE TRUST COMPANY OF NEW YORK
BY OVERNIGHT COURIER: BY HAND: BY MAIL:
Wall Street Plaza, Wall Street Plaza, Wall Street Station,
88 Pine Street, 19th 88 Pine Street, 19th Floor P.O. Box 1010
Floor New York, NY 10005 New York, NY
New York, NY 10005 10268-1010
BY FACSIMILE TRANSMISSION:
(for Eligible Institutions only)
(212) 701-7636
CONFIRM BY TELEPHONE:
(212) 701-7624
Questions or requests for assistance may be directed to the Information
Agent at its addresses and telephone number listed below. Additional copies of
the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained from the Information Agent. A shareholder may also
contact brokers, dealers, commercial banks or trust companies for assistance
concerning the Offer.
The Information Agent for the Offer is:
INNISFREE M&A, INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free: (888) 750-5834
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