Exhibit 99.4
LETTER OF TRANSMITTAL AND FORM OF ELECTION
FOR HOLDERS OF COMMON STOCK OF LABONE, INC. WHO WISH TO
RECEIVE THEIR MERGER CONSIDERATION IN THE FORM OF CASH
TO ACCOMPANY CERTIFICATES REPRESENTING COMMON STOCK OF LABONE, INC. WHEN
SUBMITTED IN CONNECTION WITH THE MERGER OF LABONE, INC. WITH AND INTO
LAB HOLDINGS, INC.
STOCKHOLDERS WHO WISH TO RECEIVE THEIR MERGER CONSIDERATION
IN THE FORM OF SURVIVING CORPORATION COMMON STOCK NEED NOT
COMPLETE OR RETURN THIS FORM.
This form (the "Letter of Transmittal and Form of Election") is to
accompany the certificate(s) for shares of common stock, par value $.01 per
share, of LabOne, Inc. ("LabOne Common Stock") when submitted in order to make
an unconditional election to receive cash (an "Election to Receive Cash"),
subject to possible proration, in connection with the proposed merger (the
"Merger") of LabOne, Inc.("LabOne") with and into Lab Holdings, Inc.
("Holdings") pursuant to the Agreement and Plan of Merger, as amended and
restated, dated as of March 7, 1999 (the "Merger Agreement").
In order for an Election to Receive Cash to be effective, this Letter of
Transmittal and Form of Election, or a facsimile hereof, together with the
certificate(s) representing shares of LabOne Common Stock (the "LabOne Common
Stock Certificate(s)") described in Box I below (unless such shares are
delivered by book-entry transfer to the Disbursing Agent's account at the
Book-Entry Transfer Facility (as defined below)) or a proper guarantee of
delivery thereof, must be properly completed in accordance with the terms and
conditions set forth herein and received by American Stock Transfer & Trust
Company (the "Disbursing Agent"), at the address set forth below, no later than
10:00 a.m., Kansas City time, on _________, 1999, the date of the LabOne
Stockholders Meeting (the "Election Date").
To: American Stock Transfer & Trust Company, Disbursing Agent
By Mail: By Facsimile: By Hand or Overnight Courier:
Confirm by Telephone:
Delivery of this Letter of Transmittal and Form of Election to an address
other than as set forth above does not constitute a valid delivery. Eligible
Institutions (as defined in Instruction D(7)) may deliver a guarantee of
delivery by facsimile. See Box V and Instruction D(1).
Ladies and Gentlemen:
In connection with the proposed merger of LabOne with and into Holdings,
the undersigned hereby submits the LabOne Common Stock Certificate(s) listed
below and elects to have shares of LabOne Common Stock represented by such
LabOne Common Stock Certificate(s), as designated in Box I, converted into (i)
the right to receive cash from the Surviving Corporation in an amount equal to
$12.75 (the "Cash Price Per Share") for all of such shares or (ii) the right to
receive the Cash Price Per Share for a stated whole number of such shares and to
receive Surviving Corporation Common Stock for the balance of such shares. In
the event that the amount payable in cash to all LabOne stockholders who make an
Election to Receive Cash exceeds $16,600,000 (the "Maximum Cash Payment
Amount"), the undersigned understands that he or she will receive a combination
of cash and shares of common stock, par value $0.01 per share, of the Surviving
Corporation ("Surviving Corporation Common Stock") for the shares as to which
the undersigned has made an Election to Receive Cash, as provided in the Merger
Agreement.
The undersigned's Election to Receive Cash is subject to (i) the terms,
conditions and limitations set forth in the Joint Proxy Statement/Prospectus
dated _______, 1999, relating to the Merger (the "Proxy Statement"), receipt of
which is acknowledged by the undersigned, (ii) the terms of the Merger
Agreement, a conformed copy of which appears as Annex I to the Proxy Statement
and (iii) the instructions included in this Letter of Transmittal and Form of
Election. In this regard, the undersigned understands and agrees as follows.
(i) Its Election to Receive Cash will be properly made only if the
Disbursing Agent receives at its designated office, by 10:00 a.m., Kansas City
time, on the Election Date, this Letter of Transmittal and Form of Election,
properly completed and signed (or in the case of a book entry transfer, an
Agent's Message), together with certificates for the shares of LabOne Common
Stock to which such Letter of Transmittal and Form of Election relates, properly
endorse otherwise in proper form for transfer (or confirmation of a book-entry
transfer into the Disbursing Agent's account at the Book-Entry Transfer
Facility) or accompanied by an appropriate guarantee of delivery of such
certificates from an Eligible Institution. Failure to deliver certificates (or
confirmation of book-entry transfer) covered by a guarantee of delivery within
three trading days after the date of execution of such guarantee of delivery
shall be deemed to invalidate any otherwise properly made Election to Receive
Cash.
(ii) The undersigned may revoke this Letter of Transmittal and Form of
Election only by written notice received by the Disbursing Agent prior to 10:00
a.m., KansasCity time, on the Election Date. Further, this Letter of Transmittal
and Form of Election shall automatically be revoked if the Disbursing Agent is
notified in writing by Holdings and LabOne that the Merger has been abandoned.
If a Form of Election is revoked, the certificate or certificates (or g
delivery, as appropriate) for the shares of LabOne Common Stock to which this
Letter of Transmittal and Form of Election relates shall be promptly returned to
the undersigned by the Disbursing Agent.
(iii) The Surviving Corporation has the discretion, which it may delegate
in whole or in part to the Disbursing Agent, to determine whether this Letter of
Transmittal and Form of Election has been properly completed, signed and
submitted and to disregard any defects it determines are immaterial. The
decision of Surviving Corporation or the Disbursing Agent on such matters shall
be conclusive and binding. Neither Holdings, LabOne, the Surviving Corporation
nor the Disbursing Agent shall under any obligation to notify any person of any
defect in this Letter of Transmittal and Form of Election. If Surviving
Corporation or Disbursing Agent shall determine that the undersigned's purported
Election to Receive Cash was not properly made, such purported election shall be
deemed to be of no force and effect, the undersigned shall be deemed to have
made a Stock Election and the shares submitted herewith shall be converted into
shares of Surviving Corporation Common Stock. The Surviving Corporation reserves
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the right to waive any defects in a Letter of Transmittal and Form of Election
but is under no obligation to do so.
(iv) If the Maximum Cash Payment Amount is exceeded, the Disbursing Agent
shall make all computations as to the proration contemplated by the Merger
Agreement, and any such computation shall be conclusive and binding on the
Undersigned.
The undersigned authorizes and instructs you, as Disbursing Agent, to
deliver to the Surviving Corporation LabOne Common Stock Certificate(s)
submitted herewith (or to transfer ownership of such shares on the account books
maintained by the Book Entry Transfer Facility to, or upon the order of, the
Surviving Corporation) and to receive on behalf of the undersigned, in exchange
for the shares of LabOne Common Stock represented thereby, the Cash Price Per
Share payable and, if applicable, a certificate for the shares of Surviving
Corporation Common Stock issuable (the "Surviving Corporation Common Stock
Certificate"), in respect of those shares of LabOne Common Stock in connection
with the Merger. If the LabOne Common Stock Certificate(s) is not delivered
herewith (and no book-entry transfer made), there is furnished below a guarantee
of delivery of such LabOne Common Stock Certificate(s) from an Eligible
Institution (as defined below).
The undersigned represents and warrants (and if more than one, each
undersigned represents and warrants jointly and severally) that the undersigned
has full power and authority to assign and transfer the shares evidenced by the
LabOne Common Stock Certificate(s) surrendered and that the Surviving
Corporation will acquire good title to such LabOne shares, free and clear of all
liens, restrictions, charges, encumbrances, pledges, security interests or other
obligations affecting the assignment or transfer of the LabOne shares and will
not be subject to any adverse claim. All authority conferred or agreed to be
conferred in this Letter of Transmittal and Form of Election shall not be
affected by, and shall survive, the death or incapacity of the undersigned, and
any obligation of the undersigned under this Letter of Transmittal and Form of
Election shall be binding upon successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned.
Upon request, the undersigned agrees to execute and deliver any additional
documents deemed reasonably necessary or desirable by the Surviving Corporation
or the Disbursing Agent to complete the exchange of the LabOne Common Stock
Certificate(s). If required by Instruction D(7), the LabOne Common Stock
Certificate(s) submitted with this Letter of Transmittal and Form of Election is
duly endorsed or in a form otherwise acceptable for transfer on the books of
LabOne.
Unless otherwise indicated under Special Payment Instructions below, please
make any check payable to the order of, and (if applicable) register any
Surviving Corporation Common Stock Certificate in the name of, the registered
holder(s) of the shares of LabOne Common Stock represented by the LabOne Common
Stock Certificate(s) surrendered with this Letter of Transmittal and Form of
Election. Similarly, unless otherwise indicated under Special Delivery
Instructions, please mail any check payable and (if applicable) any Surviving
Corporation Common Stock Certificate issuable in exchange for the shares of
LabOne Common Stock represented by the LabOne Common Stock Certificate(s)
submitted with this Letter of Transmittal and Form of Election to the registered
holder(s) of the shares of LabOne Common Stock at the address or addresses shown
in Box I below.
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PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
BOX I: ELECTION TO RECEIVE CASH FOR LABONE COMMON STOCK CERTIFICATE(S)
SURRENDERED
Please list in this Box I all the LabOne Common Stock Certificates
representing any shares of LabOne Common Stock for which you wish to make an
Election to Receive Cash (all of which should be submitted with this Letter of
Transmittal and Form of Election unless arrangements are made for delivery of
such shares by book-entry transfer to the Disbursing Agent's account at the
Book-Entry Transfer Facility). If there is not enough space below to list all
the LabOne Common Stock Certificates surrendered, please attach a separate
sheet. Submit a separate Letter of Transmittal and Form of Election for shares
of LabOne Common Stock registered in different names (see Instruction D(4)). You
may elect to receive cash for any whole number of shares, whether all or any
portion of the shares of LabOne Common Stock that you hold. Please indicate in
the space provided the number of whole shares of LabOne Common Stock represented
by each LabOne Common Stock Certificate surrendered for which an Election to
Receive Cash is being made. Any shares of LabOne Common Stock for which an
Election to Receive Cash is not properly made prior to 10:00 a.m., Kansas City
time, on the Election Date, or for which such an election has been properly
revoked prior to 10:00 a.m., Kansas City time, on the Election Date, will be
converted into Surviving Corporation Common Stock at the Effective Time of the
Merger. Do not complete this Letter of Transmittal and Form of Election for any
shares that you want converted into Surviving Corporation Common Stock. At the
Effective Time of the Merger, LabOne shares as to which no Election to Receive
Shares has been made will be automatically converted into and will represent an
equivalent number of shares of Surviving Corporation Common Stock.
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NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S) LABONE COMMON STOCK CERTIFICATE(S) ENCLOSED
TOTAL NUMBER NUMBER OF
OF SHARES WHOLE SHARES FOR
LABONE COMMON REPRESENTED WHICH A CASH
(PLEASE FILL IN IF LABEL STOCK CERTIFICATE BY EACH ELECTION IS
IS NOT AFFIXED) NUMBER(S)* CERTIFICATE (OR MADE
COVERED BY A
GUARANTEE OF
DELIVERY)
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Total Shares: ________________________________
* Not required if certificates will be delivered using guarantee of delivery
procedures.
Delivery by Book-Entry Transfer
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See Instruction A-1
[ ] Check here if LabOne certificates are being delivered by Book-Entry
Transfer to the Disbursing Agent's account on the book-entry transfer
facilities at the Depository Trust Company ("Book-Entry Transfer Facility")
and complete the following:
Account number ______________ Transaction Code No._________________
BOX II: SPECIAL PAYMENT BOX III: SPECIAL DELIVERY
INSTRUCTIONS INSTRUCTIONS
(SEE INSTRUCTIONS D(6) AND D(7)) (SEE INSTRUCTIONS D(8))
To be completed ONLY if the To be completed ONLY if the
check is to be made payable to check or (if applicable) the
the order of, or (if applicable) Surviving Corporation Common Stock
the Surviving Corporation Common Certificate is to be sent to an address
Stock Certificate is to be issued to, other than the address of the
a person other than the person in registered holder(s) set forth in
whose name the LabOne Common Box I above, or if Box II is com-
Stock Certificate(s) submitted pleted, to an address other than
for exchange herewith is regis- the address appearing in Box II.
tered.
Issue the Merger consideration (whether Mail the Merger consideration (whether
cash or Surviving Corporation Common cash or Surviving Corporation Common
Stock) to: Stock to:
Name _______________________________ Name ________________________________
(PLEASE PRINT) (PLEASE PRINT)
____________________________________ _______________________________________
(PLEASE PRINT) (PLEASE PRINT)
Address ____________________________ Address _______________________________
(PLEASE PRINT) (PLEASE PRINT)
____________________________________ _______________________________________
(INCLUDING ZIP CODE) (INCLUDING ZIP CODE)
____________________________________
(TAX IDENTIFICATION OR SOCIAL
SECURITY NUMBER)
Credit Surviving Corporation Common
Stock to the Book-Entry Transfer
Facility Account set below:
____________________________________
(Book-Entry Transfer Facility
Account Number)
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BOX IV: SIGN HERE AND, IF REQUIRED UNDER INSTRUCTION D(7), HAVE SIGNATURES
GUARANTEED BY AN ELIGIBLE INSTITUTION
(SEE INSTRUCTIONS D(1) AND D(7) CONCERNING SIGNATURE GUARANTEE)
________________________________________________________________________________
- ------------------------------------ Name(s): _____________________________
- ------------------------------------ (PLEASE PRINT)
- ------------------------------------
(SIGNATURE(S) OF OWNER(S)) Name(s): ______________________________
(PLEASE PRINT)
Must be signed by registered
holder(s) exactly as name(s) Name(s): ____________________________
appears on the LabOne Common Stock (PLEASE PRINT)
Certificate(s) or by person(s) ______________________________________
authorized to become registered ______________________________________
holder(s) by the LabOne Common
Stock Certificate(s) and documents (AREA CODE AND TELEPHONE NUMBER(S))
transmitted herewith. If signature ______________________________________
is by a trustee, executor, ______________________________________
administrator, guardian, officer of ______________________________________
a corporation, attorney-in-fact or (EMPLOYER IDENTIFICATION OR SOCIAL
any other person acting in a SECURITY NUMBER(S))
fiduciary capacity, set forth full
title in such capacity. See
Instruction D(3).
Dated: _______________________ , 1999
Signature(s) Guaranteed:
(SEE INSTRUCTION D(7))
The undersigned hereby guarantees the signature(s) which appear(s) on The
Letter of Transmittal and Form of Election.
Dated:_____________________
________________________________________________________________________________
(Name of Eligible Institution Issuing Guarantee)
[Please Print]
________________________________________________________________________________
(Affix Medallion Stamp Above)
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BOX V: GUARANTEE OF DELIVERY
(ELIGIBLE INSTITUTIONS ONLY)
TO BE USED ONLY IF LABONE COMMON STOCK CERTIFICATE(S) IS NOT
SURRENDERED HEREWITH
Eligible Institutions May Deliver this Guarantee of Delivery
by Facsimile Transmission:
(---) --------
or
(--- ) --------
Confirm Facsimile by Telephone:
(---) --------
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The undersigned is an Eligible __________________________________
Institution, and guarantees to FIRM--PLEASE PRINT)
deliver to the Disbursing Agent the ______________________________________
LabOne Common Stock Certificate(s) (AUTHORIZED SIGNATURE)
to which this Letter of Transmittal ______________________________________
and Form of Election relates, ______________________________________
duly endorsed or in form otherwise ______________________________________
acceptable for transfer on the books (ADDRESS)
of LabOne, within three (3)
trading days after the ______________________________________
date of execution of this Guarantee (AREA CODE AND TELEPHONE NUMBER)
of Delivery. ______________________________________
(CONTACT NAME)
[ ]Check here if LabOne certificates will be delivered by book-entry transfer
to the Disbursing Agent's account at the Depository Trust Company.
Account Number________________
NOTICE OF DELIVERY UNDER GUARANTEE
(TO BE COMPLETED UPON DELIVERY OF SHARES PURSUANT TO A GUARANTEE OF DELIVERY)
Name(s) of Registered Holder(s): ______________________________________________
Window Ticket No. (if any): ____________________________________________________
Date of Execution of Guarantee of Delivery: ____________________________________
Name of Institution which provided Guarantee of Delivery: ______________________
[ ]Check here if delivered by book-entry transfer to the Disbursing Agent's
Account at the Book-Entry Transfer Facility.
Account Number:____________ Transaction Code Number:____________________
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REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
PAYER'S NAME: American Stock Transfer & Trust Company
PART 1--PLEASE PROVIDE Social Security Number OR
YOUR TIN IN THE BOX AT THE Employer Identification
RIGHT AND CERTIFY BY Number
SIGNING AND DATING. _________________________
SUBSTITUTE
FORM W-9
DEPARTMENT OF
THE TREASURY ___________________________________________________
INTERNAL PART 2--Please check the box at the right if you
REVENUE have applied for, and are awaiting receipt of, your
SERVICE TIN.
[_]
- --------------------------------------------------------------------------------
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
you have failed to report all interest and dividends on your tax returns.
However, if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out item (2). (Also see the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.)
SIGNATURE __________________________________________ DATE __________, 1999
IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9, YOU MUST SIGN AND
DATE THE FOLLOWING CERTIFICATION:
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY, UNDER PENALTIES OF PERJURY, THAT A TAXPAYER IDENTIFICATION NUMBER HAS
NOT BEEN ISSUED TO ME, AND THAT I MAILED OR DELIVERED AN APPLICATION TO RECEIVE
A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE IRS CENTER OR SOCIAL
SECURITY ADMINISTRATION OFFICE (OR I INTEND TO MAIL OR DELIVER AN APPLICATION IN
THE NEAR FUTURE). I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER
IDENTIFICATION NUMBER TO THE PAYER, 31 PERCENT OF ALL PAYMENTS MADE TO ME
PURSUANT TO THIS MERGER SHALL BE RETAINED UNTIL I PROVIDE A TAXPAYER
IDENTIFICATION NUMBER TO THE PAYER AND THAT, IF I DO NOT PROVIDE MY TAXPAYER
IDENTIFICATION NUMBER WITHIN SIXTY (60) DAYS, SUCH RETAINED AMOUNTS SHALL BE
8
REMITTED TO THE IRS AS BACKUP WITHHOLDING AND 31 PERCENT OF ALL REPORTABLE
PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD AND REMITTED TO THE IRS UNTIL I
PROVIDE A TAXPAYER IDENTIFICATION NUMBER.
SIGNATURE __________________________________________ DATE __________, 1999
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE ELECTION.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
9
INSTRUCTIONS
A. SPECIAL CONDITIONS.
1. Time in Which to Elect. Any Election to Receive Cash will have been
properly made only if the Disbursing Agent has received at the address set
forth above, by 10:00 a.m. , New York City time, on the date of the LabOne
Stockholders Meeting (the "Election Date"), this Letter of Transmittal and
Form of Election or a facsimile hereof, properly completed and signed (or
in the case of a book-entry transfer, an Agent's Message), together with
certificates for the shares of LabOne Common Stock to which the Letter of
Transmittal and Form of Election relates, properly endorsed or otherwise in
proper form for transfer (or confirmation of a book-entry transfer into the
Disbursing Agent's account at the Book-Entry Transfer Facility). Holders of
shares of LabOne Common Stock whose LabOne Common Stock Certificate(s) are
not immediately available, or holders who cannot complete the procedure for
book-entry transfer on a timely basis, may also make an effective Election
to Receive Cash by completing this Letter of Transmittal and Form of
Election or facsimile hereof and having the Guarantee of Delivery box (Box
V) properly completed and duly executed by an Eligible Institution,
provided such LabOne Common Stock Certificate(s) or a confirmation of a
book-entry transfer of such shares, if such procedure is available, into
the Disbursing Agent's account at the Book-Entry Transfer facility, is in
fact delivered to the Disbursing Agent within three (3) trading days after
the date of execution of the guarantee of delivery. In addition, at the
time the certificates are delivered (or book-entry transfer is effected)
pursuant to the guarantee of delivery, the guarantor must submit to the
Disbursing Agent another Letter of Transmittal and Form of Election with
only the section entitled "Notice of Delivery Under Guarantee" properly
completed (or must otherwise provide such information to the Disbursing
Agent). If the guarantor fails to deliver the certificates (or effect
book-entry transfer) in accordance with the guaranteed delivery procedures
contained herein, without limitation of other recourse, any purported
Election to Receive Cash with respect to the LabOne shares subject to such
guarantee will be void. The term "Agent's Message" means a message,
transmitted by the Book-Entry Transfer Facility to, and received by, the
Disbursing Agent and forming a part of a book-entry confirmation, which
states that the Book-Entry Transfer Facility has received an express
acknowledgment from the participant in the Book-Entry Transfer Facility
delivering the LabOne shares that such participant has received and agrees
to be bound by the terms of this Letter of Transmittal and Form of Election
and that the Surviving Corporation may enforce such agreement against the
participant. HOLDERS OF SHARES OF LABONE COMMON STOCK WHO DO NOT MAKE AN
EFFECTIVE ELECTION OR WHO PROPERLY REVOKE SUCH AN ELECTION, PRIOR TO THE
ELECTION DATE WILL BE DEEMED TO HAVE MADE A STOCK ELECTION AND THEIR SHARES
WILL BE CONVERTED INTO SURVIVING CORPORATION COMMON STOCK AT THE EFFECTIVE
TIME OF THE MERGER. SEE INSTRUCTION B.
2. Revocation of Election to Receive Cash.. Any holder of LabOne Common Stock
who has made an Election to Receive Cash by submitting a Letter of
Transmittal and Form of Election to the Disbursing Agent may revoke such
election by written notice received by the Disbursing Agent prior to 10:00
A.M., Kansas City time, on the Election Date. Such notice must specify the
person in whose name the LabOne certificates to be withdrawn had been
deposited, the number of LabOne shares to be withdrawn, the name of the
registered holder thereof and the serial numbers shown on the certificates
representing the LabOne shares to be withdrawn. If an Letter of Transmittal
and Form of Election is revoked, the LabOne Common Stock Certificate(s) (or
guarantee of delivery, as appropriate) to which the Letter of Transmittal
and Form of Election relates will be promptly returned to the LabOne
stockholder submitting the same to the Disbursing Agent. Upon any such
revocation, unless a duly completed Letter of Transmittal and Form of
Election is thereafter submitted in accordance with the procedures set
forth in the Proxy/Statement Prospectus, such LabOne shares shall be
converted into Surviving Corporation Common Stock in the Merger.
11
3. Termination of Election and Return of LabOne Common Stock Certificates if
Merger Abandoned. All Letters of Transmittal and Forms of Election will be
automatically revoked if the Disbursing Agent is notified in writing by
Holdings and LabOne that the Merger has been abandoned. In such case, all
LabOne Common Stock Certificates (or guarantees of delivery, as
appropriate) to which the Letters of Transmittal and Forms of Election
relate will be promptly returned to the LabOne stockholders who submitted
the same to the Disbursing Agent. LabOne shares held through the Depository
Trust Company are all expected to be available for sale or transfer
promptly following termination.
B. EFFECTIVENESS OF ELECTIONS OF ELECTION AND PRORATION PROCEDURES.
This Letter of Transmittal and Form of Election enables you to elect to
receive cash, subject to possible proration, in exchange for your shares of
LabOne Common Stock. You may use this Letter of Transmittal and Form of Election
to make an Election to Receive Cash (i) with respect to all of the shares of
LabOne Common Stock that you hold or (ii) with respect to any whole number of
shares constituting a portion of the shares of LabOne Common Stock that you
hold. If you fail to properly make an Election to Receive Cash or fail to submit
to the Disbursing Agent a properly completed and signed and properly and timely
submitted Letter of Transmittal and Form of Election, you will be deemed to have
made a Stock Election and will receive Surviving Corporation Common Stock as
Merger consideration. If the aggregate amount of cash requested by holders of
LabOne Common Stock pursuant to effective Elections to Receive Cash exceeds
$16,600,000 ( the" Maximum Cash Payment Amount"), you will not receive the full
amount of cash to which you otherwise would be entitled, but will receive a
combination of cash and Surviving Corporation Common Stock. The allocation of
cash and shares of Surviving Corporation Common Stock that you will receive for
each share of LabOne Common Stock for which an effective Elections to Receive
Cash has been made will depend on the proration procedures to be applied as
described below.
At the effective time of the Merger (the "Effective Time"), each share of
LabOne Common Stock for which an effective Election to Receive Cash is made will
be converted into the right to receive, subject to possible proration, cash in
an amount equal to $12.75 (the "Cash Price Per Share"). Each share of LabOne
Common Stock for which an effective Election to Receive Cash is not properly
made, or for which such an election has been properly revoked, will be converted
into one (1) share of Surviving Corporation Common Stock.
Cash Proration. In the event that the amount of cash requested exceeds the
Maximum Cash Payment Amount (as defined below), each share of LabOne Common
Stock for which an Election to Receive Cash is made (each a "Cash Election
Share") will be converted into the right to receive a prorated amount of cash
and Surviving Corporation Common Stock. The Maximum Cash Payment Amount, which
is the maximum aggregate amount of cash to be paid to holders of LabOne Common
Stock in the Merger, will be equal to $16,600,000. If the product of (x) the
number of Cash Election Shares and (y) the Cash Price Per Share exceeds the
Maximum Cash Payment Amount, then each Cash Election Share shall be converted
into the right to receive:
(1) an amount in cash (rounded to the nearest cent and subject to
adjustment), without interest, equal to the product of (A) $12.75 and (B) a
fraction ("Cash Fraction"), the numerator of which shall be $16,600,000 and
the denominator of which shall be the aggregate amount payable (except for
the Maximum Cash Payment Amount limitation) with respect to all Cash
Election Shares; and
(2) a number of shares of Surviving Corporation Common Stock equal to
the product of (A) one (1) multiplied by (B) a fraction equal to one (1)
minus the Cash Fraction. If the product resulting from the application of
clauses (2)(A) and (B) results in a fractional share (taking into account
all Cash Election Shares held by a holder), then the number of shares to be
issued such holder shall be rounded up to the nearest whole number of
shares and the amount of cash payable to such holder under clause (1) shall
be reduced by $12.75 less the value of such fractional share.
11
If the aggregate amount payable with respect to all Cash Election Shares is less
than the Maximum Cash Payment Amount, then each Cash Election Share will be
converted into the right to receive the Cash Price Per Share.
IN CONNECTION WITH MAKING AN ELECTION TO RECEIVE CASH, A HOLDER OF LABONE COMMON
STOCK SHOULD READ THE PROXY STATEMENT CAREFULLY, INCLUDING THE DESCRIPTION OF
THE PRORATION, ELECTION AND EXCHANGE PROCEDURES SET FORTH UNDER "THE PROPOSED
MERGER--EXCHANGE OF LABONE SHARES AND CASH ELECTIONS" AND THE INFORMATION
CONTAINED IN THE PROXY STATEMENT UNDER "THE MERGER--CERTAIN FEDERAL INCOME TAX
CONSEQUENCES."
AS A RESULT OF THE PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT,
HOLDERS OF SHARES OF LABONE COMMON STOCK MAY RECEIVE SHARES OF SURVIVING
CORPORATION COMMON STOCK AND/OR CASH IN AMOUNTS THAT VARY FROM THE AMOUNTS SUCH
HOLDERS ELECT TO RECEIVE. SUCH HOLDERS WILL NOT BE ABLE TO CHANGE THE AMOUNTS OF
CASH OR SHARES OF SURVIVING CORPORATION COMMON STOCK ALLOCATED TO THEM PURSUANT
TO SUCH PROCEDURES.
C. MAILING OF CHECKS AND SURVIVING CORPORATION COMMON STOCK CERTIFICATES.
As soon as practicable after the Effective Time of the Merger and the
surrender to the Disbursing Agent, pursuant to these instructions, of the LabOne
Common Stock Certificate(s) for Cash Election Shares registered to a particular
record holder or holders, the Disbursing Agent will mail cash payments by check
and, if applicable, Surviving Corporation Common Stock Certificate(s) to the
holder or holders with respect to each Cash Election Share.
HOLDERS OF SHARES OF LABONE COMMON STOCK WHO DO NOT MAKE AN EFFECTIVE ELECTION
TO RECEIVE CASH, OR WHO PROPERLY REVOKE SUCH AN ELECTION, PRIOR TO THE ELECTION
DATE, WILL BE DEEMED TO HAVE MADE A STOCK ELECTION AND THEIR SHARES WILL BE
CONVERTED INTO SURVIVING CORPORATION COMMON STOCK AT THE EFFECTIVE TIME OF THE
MERGER.
D. GENERAL.
1. Execution and Delivery. This Letter of Transmittal and Form of Election or
a facsimile hereof must be properly completed, dated and signed in Box IV,
and must be delivered, together with the LabOne Common Stock Certificate(s)
representing the shares of LabOne Common Stock for which an Election to
Receive Cash is made (or with a duly executed guarantee of delivery of such
LabOne Common Stock Certificate(s)) to the Disbursing Agent at the
appropriate address set forth above.
The method of delivery of all documents to be delivered to the Disbursing
Agent is at the option of the stockholder. The risk of loss of, and title
to, the LabOne Common Stock Certificate(s) shall pass only upon delivery of
such LabOne Common Stock Certificate(s) to the Disbursing Agent. If sent by
mail, registered mail, return receipt requested and properly insured, is
suggested.
2. Inadequate Space. If there is insufficient space on this Letter of
Transmittal and Form of Election to list all the LabOne Common Stock
Certificates you are submitting to the Disbursing Agent, please attach a
separate list.
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3. Signatures. The signature (or signatures, in the case of LabOne Common
Stock Certificates owned by two or more joint holders) on this Letter of
Transmittal and Form of Election should correspond exactly to the name(s)
as written on the face of the LabOne Common Stock Certificate(s) submitted
unless the shares of LabOne Common Stock described on this Letter of
Transmittal and Form of Election have been assigned by the registered
holder(s), in which event this Letter of Transmittal and Form of Election
should be signed in exactly the same form as the name of the last
transferee indicated on the transfers attached to or endorsed on the LabOne
Common Stock Certificate(s).
If this Letter of Transmittal and Form of Election is signed by a person or
persons other than the registered owners of the LabOne Common Stock
Certificate(s) listed, the LabOne Common Stock Certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered owner(s) appears on the LabOne
Common Stock Certificate(s).
If this Letter of Transmittal and Form of Election, any LabOne Common Stock
Certificate or any stock power is signed by a trustee, executor,
administrator, guardian, officer of a corporation, attorney-in-fact or any
other person acting in a representative or fiduciary capacity, the person
signing must give such person's full title in such capacity and appropriate
evidence of authority to act in such capacity must be forwarded with this
Letter of Transmittal and Form of Election.
4. Shares Registered in Different Names. If shares of LabOne Common Stock are
registered in different names on several LabOne Common Stock Certificates,
it will be necessary to complete, sign and submit a separate Letter of
Transmittal and Form of Election for each different registration. For
example, if some LabOne Common Stock Certificates are registered in your
name, some are registered in your spouse's name and some are registered
jointly, three separate Letter of Transmittal and Form of Elections must be
submitted.
5. Lost, Stolen or Destroyed LabOne Common Stock Certificates. If your LabOne
Common Stock Certificate(s) has been lost, stolen or destroyed, please
contact _______________________at ( ) ___-____. You will then be instructed
as to the steps you must take in order to receive cash payments by check
and, if applicable, Surviving Corporation Common Stock Certificate(s) in
accordance with the Merger Agreement.
6. Checks and Surviving Corporation Common Stock Certificates in Same Name. If
the check is to be made payable to the order of, and (if applicable) the
Surviving Corporation Common Stock Certificate is to be issued to, the
person(s) whose name(s) appears on the LabOne Common Stock Certificate(s)
submitted with this Letter of Transmittal and Form of Election, endorsement
of the LabOne Common Stock Certificate(s) or separate stock power(s) is not
required.
7. Checks and Surviving Corporation Common Stock Certificates in Different
Name. If the check is to be made payable to the order of, and (if
applicable) the Surviving Corporation Common Stock Certificate is to be
issued to, a person other than the person in whose name the LabOne Common
Stock Certificate(s) submitted for exchange herewith is registered, such
exchange will not be made by the Disbursing Agent unless the LabOne Common
Stock Certificate(s) submitted is endorsed or in a form otherwise
acceptable for transfer on the books of LabOne, Box II is completed and the
signature is guaranteed in Box IV by a by an eligible guarantor institution
(an"Eligible Institution") pursuant to Rule 17Ad-15 promulgated under the
Securities Exchange Acto of 1934 (generally a member firm of the New York
Stock Exchange or any bank or trust company which is a member of the
Medallion Program). Public notaries cannot execute acceptable guarantees of
signatures. In the event of a transfer of ownership of LabOne Common Stock
that is not registered in the transfer records of LabOne, the check may be
made payable to the order of, and (if applicable) a Surviving Corporation
Common Stock Certificate may be issued to, a person other than the person
in whose name the LabOne Common Stock Certificate(s) so surrendered is
registered
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only if the person requesting such payment and (if applicable) issuance
pays any transfer or other taxes required by reason of such payment or
issuance or establishes to the satisfaction of Surviving Corporation that
such tax has been paid or is not applicable.
8. Special Delivery Instructions. If the check and (if applicable) the
Surviving Corporation Common Stock Certificate is to be sent to an address
other than the address of the registered holder set forth in Box I or, if
Box II is completed, to an address other than the address appearing in Box
II, indicate such address in Box III.
9. Miscellaneous. A single check and (if applicable) a single Surviving
Corporation Common Stock Certificate will be issued with respect to all
shares of LabOne Common Stock represented by the LabOne Common Stock
Certificate(s) surrendered with this Letter of Transmittal and Form of
Election to the person(s) in whose name the LabOne Common Stock
Certificate(s) so surrendered is registered, or to the person(s) designated
in Box II, if applicable (See Instruction D(7)).
The determination of the Disbursing Agent whether or not Elections to
Receive Cash have been properly made or revoked and when Elections to
Receive Cash and revocations were received by it shall be binding.
10. Stock Transfer Taxes. The Surviving Corporation shall bear the liability
for any stock transfer taxes applicable to the issuance and delivery of
checks and Surviving Corporation Common Stock Certificates in connection
with the Merger; provided, however, that in the event of a transfer of
ownership of LabOne Common Stock that is not registered in the transfer
records of LabOne, the person requesting that a check be made payable to
the order of, and (if applicable) that a Surviving Corporation Common Stock
Certificate be issued to, a person other than the person in whose name the
LabOne Common Stock Certificate(s) surrendered is registered shall pay the
amount of any transfer or other taxes required by reason of such payment
and (if applicable) issuance to a person other than the registered holder
of such LabOne Common Stock Certificate or establish to the satisfaction of
Surviving Corporation that such tax has been paid or is not applicable.
11. Backup Federal Income Tax Withholding and Substitute Form W-9. Under
the"backup withholding" provisions of Federal income tax law, the
Disbursing Agent may be required to withhold 31% of the sum of the amount
of cash, if any, that otherwise would be delivered to holders of LabOne
Common Stock Certificates surrendered with this Letter of Transmittal and
Form of Election. To prevent backup withholding, each holder should
complete and sign the Substitute Form W-9 included in this Letter of
Transmittal and Form of Election and either: (a) provide the correct
taxpayer identification number ("TIN") and certify, under penalties of
perjury, that the TIN provided is correct (or that such holder is awaiting
a TIN), and that (i) the holder has not been notified by the Internal
Revenue Service ("IRS") that the holder is subject to backup withholding as
a result of failure to report all interest or dividends, or (ii) the IRS
has notified the holder that the holder is no longer subject to backup
withholding; or (b) provide an adequate basis for exemption. If the box in
Part 2 of the substitute Form W-9 is checked, the Disbursing Agent will
retain 31% of the sum of the amount of cash, if any, that otherwise would
be delivered to a holder during the sixty (60) day period following the
date of the Substitute Form W-9. If the holder furnishes the Disbursing
Agent with such holder's TIN within sixty (60) days of the date of the
Substitute Form W-9, the Disbursing Agent will remit such amounts retained
during the sixty (60) day period to the holder and no further amounts will
be retained or withheld from payments made to the holder thereafter. If,
however, the holder has not provided the Disbursing Agent with such
Holder's TIN within such sixty (60) day period, the Disbursing Agent will
remit such previously retained amounts to the IRS as backup withholding and
will withhold 31% of the sum of the amount of cash, if any, that otherwise
14
would be delivered to the holder thereafter until the holder furnishes a
TIN to the Disbursing Agent. In general, if a holder is an individual, the
TIN is the Social Security Number of such individual. If the Disbursing
Agent is not provided with the correct TIN or an adequate basis for
exemption, the holder may be subject to a $50 penalty imposed by the IRS
and backup withholding at a rate of 31%. Certain holders (including, among
others, all corporations and certain foreign individuals) are not subject
to the backup withholding and reporting requirements. In order to satisfy
the Disbursing Agent that a foreign individual qualifies as an exempt
recipient, such holder must submit a statement (generally, IRS Form W-8),
signed under penalties of perjury, attesting to that individual's exempt
status. A form for such statements can be obtained from the Disbursing
Agent. For further information concerning backup withholding and
instructions for completing the Substitute Form W-9 (including how to
obtain a TIN if you do not have one and how to complete the Substitute Form
W-9 if LabOne Common Stock is held in more than one name or is not in the
name of the actual owner), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
LabOne Common Stock to be deemed invalidly tendered, but may require the
Disbursing Agent to withhold 31% of the sum of the amount of cash, if any,
that would otherwise be delivered to the holder. Backup withholding is not
an additional Federal income tax. Rather, the Federal income tax liability
of a person subject to backup withholding will be reduced by the amount of
tax withheld. If withholding results in an overpayment of taxes, a refund
may be obtained by the LabOne stockholder upon the filing of a U.S. Federal
income tax return.
12. Additional Copies. Additional copies of this Letter of Transmittal and Form
of Election may be obtained from the Disbursing Agent by calling
1-800-___-____.
15
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
How to Get a TIN
If you don't have a taxpayer identification number (a "TIN"), apply for one
immediately. To apply, get Form SS-5, Application for a Social Security Number
Card (for individuals), from your local office of the Social Security
Administration, or Form SS-4, Application for Employer Identification Number
(for businesses and all other entities), from your local IRS office. In some
cases, individuals who become U.S. resident aliens for tax purposes are not
eligible to obtain a Social Security Number ("SSN"). These individuals must
apply for an individual taxpayer identification number ("ITIN") on Form W-7,
Application for IRS Individual Taxpayer Identification Number, unless they have
an application pending for a SSN.
If you do not have a TIN, check the box in Part II of the Substitute Form W-9,
sign and date the form, and give it to the requester. Generally, you will then
have 60 days to get a TIN and give it to the requester. If the requester does
not receive your TIN within 60 days, backup withholding, if applicable, will
begin and continue until you furnish your TIN.
Note: Checking the box in Part II of the Substitute
Form W-9 means that you have already applied for a
TIN or that you intend to apply for one soon.
As soon as you receive your TIN, complete a Form W-9, include your TIN, sign and
date the form, and give it to the requester.
Specific Instructions
Name. If you are an individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for instance,
due to marriage, without informing the Social Security Administration of the
name change, please enter your first name, the last name shown on your social
security card, and your new last name.
Sole Proprietor. You must enter your individual name (enter either your SSN or
your employer identification number ("EIN") in Part 1). You may also enter your
business name or "doing business as" name on the business name line. Enter your
name as shown on your social security card and business name as it was used to
apply for your EIN on Form SS-4.
Part I - TIN
You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter either your SSN or your EIN. If you are a resident alien and you
do not have and are not eligible to get a SSN, your TIN is your ITIN. Enter it
in the social security box number. Also see the chart on the attached page for
further clarification of TIN and name combinations. If you do not have a TIN,
follow the instructions under "How to Get a TIN" above.
Part II - For Payees Exempt from Backup
Withholding
Individuals (including sole proprietors) are not exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments. If you are
exempt from backup withholding, you should still complete this form to avoid
possible erroneous backup withholding. Enter your correct TIN in Part 1 and sign
and date the form.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester a completed Form W-8, Certificate of Foreign
Status.
Payees exempt from backup withholding on payments made in connection with the
Exchange Offer include:
(i) a corporation;
(ii) an organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual retirement
account, or a custodial account under Section 403(b)(7) of the Code;
(iii) the United States or any of its agencies or
instrumentalities;
(iv) a state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities;
16
(v) a foreign government or any of its political
subdivisions, agencies or instrumentalities;
(vi) an international organization or any of its
agencies or instrumentalities;
(vii) a foreign central bank of issue;
(viii) a dealer in securities or commodities required to register in the United
States or a possession of the United States;
(ix) a futures commission merchant registered with the Commodity Futures Trading
Commission;
(x) a real estate investment trust;
(xi) an entity registered at all times during the tax year under the Investment
Company Act of 1940;
(xii) a common trust fund operated by a bank under Section 584(a) of the Code;
(xiii) a financial institution; or
(xiv) a person registered under the Investment Advisors Act of 1940 who
regularly acts as a broker,
Privacy Act Notice - Section 6109 of the Code requires you to give your correct
TIN to persons who must report certain payments to the IRS. The IRS uses the
numbers for identification purposes. You must provide your TIN whether or not
you are required to file tax returns. Payers must generally withhold 31% of
taxable interest, dividend, and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer.
Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail
to furnish your TIN to a requester, you are subject to a penalty of $50 for each
such failure unless your failure is due to reasonable cause and not to willful
neglect.
(2) Civil Penalty for False Information With Respect to Withholding. If you make
a false statement with no reasonable basis which results in no backup
withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying
Information. Willfully falsifying certifications or
affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer. Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the requester.
Give the Give the EMPLOYER
For this type of account: SOCIAL SECURITY For this type of account: IDENTIFICATION
number of --- number of ---
1. An individual's account The individual
2. Two or more individuals The actual owner of the 6. A valid trust, estate, Legal entity (Do not furnish the
(joint account)or account or, if combined pension trust identifying number of the
funds, the first individual personal representative or
on the account1 trustee unless the legal entity
itself is not designated in the
account title.)4
3. Custodian account of a The minor2
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee1 7. Corporate account The corporation
saving trust account
(grantor is also
trustee)
b. So-called trust account The actual owner1 8. Association, club, The organization
is not a legal or valid religious, charitable,
trust under State law educational or other
tax-exempt organization
5. Sole proprietorship The owner3
account
9. Partnership The partnership
10. A broker or registered The broker or nominee
nominee
11. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a State or local
government, school
district, or prison) that
receives agricultural
program payments
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1 List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a SSN, that person's number must be
furnished.
2 Circle the minor's name and furnish the minor's social security number.
3 You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
your employer identification number.
4 List first and circle the name of the legal trust, estate or pension trust.
Note: If no name is circled when there is more than one name, the number
will be considered to be that of the first name listed.
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