EXHIBIT 99.3
LETTER OF ACCEPTANCE AND TRANSMITTAL
to accompany certificates for
Class A non-voting shares or common shares
of
SCHNEIDER CORPORATION
to be deposited pursuant to the Offers to Purchase and
Offering Circular dated o, 1998 of
SMITHFIELD CANADA LIMITED
a wholly-owned subsidiary of
SMITHFIELD FOODS, INC.
EACH OF THE OFFERS WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (LOCAL TIME AT
THE PLACE OF DEPOSIT) ON o, 1998 (the "Expiry Time") UNLESS EXTENDED OR
WITHDRAWN.
This Letter of Acceptance and Transmittal (this "Letter") is to be
completed by holders of Class A non-voting shares ("Class A Shares") or common
shares ("Common Shares" and, together with the Class A Shares, the "Schneider
Shares") of Schneider Corporation ("Schneider") who wish to deposit their
Schneider Shares under the offer to purchase Class A Shares (the "Class A
Offer") or the offer to purchase Common Shares (the "Common Share Offer" and,
together with the Class A Offer, the "Offers"), respectively, set out in the
Offers to Purchase and the accompanying Offering Circular (collectively,
together with the annexes to the Offering Circular, the "Offers and Circular")
of Smithfield Canada Limited ("Smithfield Canada") dated o, 1998.
To accept the Class A Offer or the Common Share Offer, certificate(s)
representing Schneider Shares to be deposited, together with a properly
completed and duly executed copy of this Letter (or a manually signed facsimile
thereof), and all other documents required by this Letter, must be received by
CIBC Mellon Trust Company (the "Depositary") at or before the Expiry Time at
its principal office in Toronto indicated below.
If a holder wishes to accept the relevant Offer and certificates
representing beneficial ownership of such holder's Schneider Shares are not
immediately available or time will not permit the certificates and all required
documents to reach the Depositary at or before the Expiry Time, such Schneider
Shares may nevertheless be deposited under the relevant Offer by compliance
with the guaranteed delivery procedure set forth in Section 6 of the Offers to
Purchase.
A holder of outstanding options issued by Schneider entitling the holders
thereof to acquire Class A Shares (the "Options") who wishes to accept the
Class A Offer must assign his or her Options by completing, signing and
delivering to the Depositary the Assignment of Options form which accompanies
the Offers to Purchase, according to the instructions set out in Section 3 of
the Offers to Purchase and in the Assignment of Options form.
The terms, conditions and definitions used in the Offers and Circular are
hereby incorporated into and form an integral part of this Letter.
Please read carefully the transmittal instructions set out below before
completing this Letter. The Depositary or your broker or other financial
advisor will assist you in completing this Letter.
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TO: Smithfield Canada Limited
AND TO: Schneider Corporation
AND TO: CIBC Mellon Trust Company
The undersigned:
(1) acknowledges receipt of the Offers and Circular dated o , 1998;
(2) subject only to the rights of withdrawal under the relevant Offer, unless
otherwise agreed, irrevocably accepts the Class A Offer or the Common
Share Offer, as the case may be, on and subject to its terms and
conditions, and deposits, sells, assigns and transfers to Smithfield
Canada all right, title and interest in and to the Schneider Shares
described below (the "Purchased Shares") and in and to any and all
dividends (other than the dividend declared on February 11, 1998 payable
on April 15, 1998 to holders of record on March 24, 1998), distributions,
payments, securities, rights, assets or other interests accrued, declared,
paid, issued, transferred, made or distributed on or in respect of the
Purchased Shares on and after the date of the relevant Offer
(collectively, "Other Securities"), effective from and after the date
Smithfield Canada takes up and pays for the Purchased Shares (the
"Effective Date"):
DESCRIPTION OF SCHNEIDER SHARES DEPOSITED
(Must be completed. If space is insufficient, please attach a signed list in
the form below.)
Class and
Total Number of Number of
Name(s) and Address(es) Certificate Shares Evidenced Shares
of Registered Holder(s) No(s). by Certificate(s) Deposited*
* Unless otherwise indicated, the Depositary will assume that all
Schneider Shares evidenced by any certificate(s) submitted to the
Depositary are being deposited under the Offers. See Instruction 6.
(3) agrees and acknowledges that if, on or after the date of the Offers and
before Smithfield Canada takes up and pays for the Purchased Shares,
Schneider should declare or pay any cash or stock dividend (other than
normal quarterly dividends not exceeding $0.09 per Schneider Share) or
declare, make or pay any other payments or distributions on, or declare,
allot, reserve or issue any securities, rights, assets or other interests
with respect to, the Schneider Shares, payable or distributable to holders
of record on a date prior to the transfer into the name of Smithfield
Canada or its nominee or transferee on Schneider's securities transfer
records of Schneider Shares taken up pursuant to the Offers, the
undersigned will receive and hold such dividend, distribution or rights
for the account of Smithfield Canada and
(a) in the case of cash dividends, distributions or payments, the amount of
such cash dividends, distributions and payments shall be received by and
held by the undersigned for the account of Smithfield Canada until
Smithfield Canada pays for such Schneider Shares and the purchase price
per Share payable pursuant to the Offers will be reduced by the amount of
any such cash dividends, distributions or payments retained by the
undersigned; and
(b) in the case of non-cash dividends, distributions, payments, securities,
rights, assets or other interests, the whole of any such non-cash
dividends, distributions, payments, securities, rights, assets or other
interests shall be received and held by the undersigned for the account
of Smithfield Canada and must promptly be remitted and transferred by the
undersigned to the Depositary for the account of Smithfield Canada
accompanied by appropriate documentation of transfer and pending such
remittance, Smithfield Canada shall be entitled to all rights and
privileges as owner of any such non-cash dividends, distributions,
payments, securities, rights, assets or other interests and may withhold
the entire purchase price payable by Smithfield Canada to the undersigned
pursuant to the Offers or deduct from the purchase price payable by
Smithfield Canada pursuant to the Offers, the amount or value thereof as
determined by Smithfield Canada in its sole discretion;
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(4) represents and warrants that (a) the undersigned owns the Purchased Shares
and any Other Securities being deposited within the meaning of applicable
securities laws; (b) the undersigned has full power and authority to
deposit, sell, assign and transfer the Purchased Shares and Other
Securities to Smithfield Canada without restriction; (c) the deposit of
such Purchased Shares and Other Securities complies with applicable
securities laws; and (d) when such Purchased Shares and Other Securities
are taken up and paid for by Smithfield Canada, Smithfield Canada will
acquire good title thereto free and clear of all liens, restrictions,
charges, encumbrances, claims and equities;
(5) covenants that the undersigned will execute, upon request, any additional
documents necessary or desirable to complete the sale, assignment and
transfer of the Purchased Shares and Other Securities to Smithfield Canada
pursuant to the Offers;
(6) directs the Depositary (a) unless otherwise indicated under "Special
Payment Instructions" below, to issue the certificates representing
Exchangeable Shares of Smithfield Canada and the cheque (if any) for the
purchase price and/or any certificates representing the balance of any
Schneider Shares not deposited or purchased in their entirety in the
name(s) of the undersigned; (b) unless otherwise indicated under "Special
Delivery Instructions" below, to forward by first class mail, postage
prepaid, the certificates representing Exchangeable Shares of Smithfield
Canada and the cheque (if any) for the purchase price and/or any
certificates representing the balance of any Schneider Shares not
deposited or purchased in their entirety (and accompanying documents, as
appropriate) to the undersigned at the address appearing under
"Description of Schneider Shares Deposited" above or, if no name, address
or delivery instructions are indicated, to the address of the undersigned
as it appears on the applicable share register maintained by Schneider;
and (c) in the event that both the Special Delivery Instructions and the
Special Payment Instructions are completed, to issue the certificates
representing Exchangeable Shares of Smithfield Canada and the cheque (if
any) for the purchase price and/or any certificates representing the
balance of any Schneider Shares not deposited or purchased in their
entirety to or hold such certificates for the person or persons so
indicated;
(7) waives any right to receive notice of purchase of the Purchased Shares;
(8) agrees, from and after the Effective Date, (a) not to vote any of the
Purchased Shares or Other Securities at any meeting (whether annual,
special or otherwise) of holders of securities of Schneider; (b) not to
exercise any other rights or privileges attached to any of the Purchased
Shares or Other Securities; (c) to execute and deliver to Smithfield
Canada any and all instruments of proxy, authorizations or consents in
respect of any or all of the Purchased Shares or Other Securities; and (d)
to designate in any such instruments of proxy, the person or persons
specified by Smithfield Canada as the proxy or the proxy nominee or
nominees of the holder of the Purchased Shares or Other Securities;
(9) acknowledges that if, on or after the date of the Offers, Schneider should
split, combine or otherwise change any of the Schneider Shares or its
capitalization or disclose that it has taken or intends to take any such
action, then Smithfield Canada may, in its sole discretion, make such
adjustments as it deems appropriate to reflect such split, combination or
other change in the purchase price and other terms of the Offers
(including, without limitation, the type of securities offered to be
purchased and the amounts payable therefor);
(10) irrevocably appoints the Depositary and any officer of Smithfield Canada,
and each of them, and any other person designated by Smithfield Canada in
writing, as the true and lawful agent, attorney and attorney-in-fact and
proxy with respect to the Purchased Shares and any Other Securities,
effective from and after the Effective Date, with full power of
substitution, in the name and on behalf of the undersigned (such power of
attorney being deemed to be an irrevocable power coupled with an
interest), (a) to register or record, transfer and enter the transfer of
the Purchased Shares and Other Securities on the appropriate register of
holders of Schneider; and (b) to exercise any and all of the rights of the
undersigned in respect of the Purchased Shares and any Other Securities
including, without limitation, to vote and to execute and deliver any and
all instruments of proxy, authorizations or consents in respect of all or
any of the Purchased Shares and Other Securities, revoke any such
instrument, authorization or consent given prior to or after the Effective
Date, designate in any such instrument of proxy any person or persons as
the proxy or the proxy nominee or nominees of the undersigned in respect
of such Purchased Shares and such Other Securities for all purposes
including, without limiting the generality of the foregoing, in connection
with any meeting (whether annual, special or otherwise) of holders of
securities of Schneider (or any adjournment thereof), and execute, endorse
and negotiate, for and in the name of and on behalf of the undersigned,
any and all cheques or other instruments respecting any distribution
payable to or to the order of the undersigned;
(11) hereby revokes any and all authority, whether as agent, attorney-in-fact,
attorney, proxy or otherwise, hereinbefore conferred or agreed to be
conferred by the undersigned at any time with respect to any or all of the
Purchased Shares
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or Other Securities, and covenants that no subsequent authority, whether as
agent, attorney-in-fact, attorney, proxy or otherwise will be given with
respect thereto by the undersigned;
(12) acknowledges and agrees that all questions as to validity, form,
eligibility (including timely receipt) and acceptance of any Purchased
Shares or Other Securities, including the propriety and effect of the
execution of this Letter, will be determined by Smithfield Canada in its
sole discretion, and agrees that such determination shall be final and
binding;
(13) acknowledges that (a) Smithfield Canada reserves the absolute right to
reject any and all deposits which it determines not to be in proper form
or which, in the opinion of its counsel, may be unlawful to accept under
the laws of any jurisdiction, (b) Smithfield Canada reserves the absolute
right to waive any defect or irregularity in the deposit of any Purchased
Shares or Other Securities, and (c) there shall be no obligation on
Smithfield Canada, the Dealer Manager, the Depositary or any other person
to give notice of any defects or irregularities in any deposit and no
liability shall be incurred by any of them for failure to give any such
notice;
(14) hereby grants and is deemed to grant, on behalf of the undersigned and on
behalf of each present and future holder or beneficial owner (to the
extent permitted by law) of the Exchangeable Shares issuable in
consideration for the securities deposited hereby, an irrevocable power of
attorney (coupled with an interest) to each of Smithfield Canada and
Smithfield Foods, Inc. for the limited purpose of executing, on behalf of
the undersigned and each present or future registered holder or beneficial
owner of such Exchangeable Shares, the Voting, Support and Exchange Trust
Agreement made between Smithfield Foods, Smithfield Canada and CIBC Mellon
Trust Company, as trustee, in accordance with the Virginia Stock
Corporation Act, including section 670 thereof;
(15) understands that a deposit of any Purchased Shares or Other Securities
pursuant to any one of the procedures described in the Offers to Purchase
and the instructions set out in this Letter will constitute a binding
agreement between the undersigned and Smithfield Canada upon the terms and
subject to the conditions set out in the Offers to Purchase and subject to
the terms of this Letter; and
(16) acknowledges that all authority conferred or agreed to be conferred in or
by this Letter shall survive the death, incapacity, bankruptcy or
insolvency of the undersigned and all obligations of the undersigned in
this Letter shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
------------------------------------
By reason of the use by the undersigned of an English language form of
Letter of Acceptance and Transmittal, the undersigned and each of you shall be
deemed to have required that any contract evidenced by an Offer as accepted
through this Letter of Acceptance and Transmittal, as well as all documents
related thereto, be drawn exclusively in the English language. En raison de
l'usage d'une lettre d'acceptation et d'envoi en langue anglaise par le
soussigne, le soussigne et les destinataires sont presumes avoir requis que
tout contrat atteste par une offre acceptee par cette lettre d'acceptation et
d'envoi, ainsi que tous les documents qui s'y rapportent, soient rediges
exclusivement en langue anglaise.
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SPECIAL PAYMENT
INSTRUCTIONS
(See Instructions 4 and 6)
To be completed ONLY if certificates representing the balance of any
Schneider Shares not deposited or purchased in their entirety and/or
certificates representing Exchangeable Shares of Smithfield Canada and the
cheque (if any) to be issued in payment of the purchase price for the
Purchased Shares are to be issued in the name of someone other than the
undersigned. Issue to:
Name: -----------------------------
(Please Print)
Address: ----------------------------
----------------------------------
----------------------------------
(Include Postal Code)
Social Insurance No. --------------------
U.S. Residents/Citizens must provide their Tax Payer
Identification Number here:
----------------------------------
SPECIAL DELIVERY
INSTRUCTIONS
(See Instructions 4 and 6)
To be completed ONLY if the certificates representing the balance of any
Schneider Shares not deposited or purchased in their entirety and/or
certificates representing Exchangable Shares of Smithfield Canada and the
cheque (if any) to be issued in payment of the purchase price for the
Purchased Shares are to be sent to someone other than the undersigned or
to the undersigned at an address other than that appearing under
"Description of Schneider Shares Deposited" above, or are to be held by
the Depositary for pick-up by the undersigned or by any person designated
by the undersigned in writing.
Send to:
Name: -----------------------------
(Please Print)
Address: ----------------------------
----------------------------------
----------------------------------
(Include Postal Code)
[ ] Hold for pick-up at the office at which the Purchased Shares were
deposited, against counter receipt.
DEPOSIT PURSUANT TO NOTICE OF
GUARANTEED DELIVERY
(See Instruction 1)
[ ] Check here only if Schneider Shares are being delivered pursuant to a
Notice of Guaranteed Delivery previously sent to the Depositary and
complete the following:
Name(s) of Registered
Holder(s): ---------------------------------------------------
Date of Execution of Notice of Guaranteed
Delivery:--------------------------------------
Name of Eligible Institution which Guaranteed
Delivery: -----------------------------------
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TAX ELECTION FILING PACKAGE
(See Instruction 8)
To be completed ONLY by holders of Schneider Shares which are eligible to enter
into a joint election with Smithfield Canada and to avail themselves of the
rollover treatment described in the Offering Circular under "Canadian Federal
Income Tax Considerations -- Shareholders Resident in Canada".
[ ] Check here if you wish to receive a Tax Election filing Package.
( [ ] Check here if the holder is a partnership).
[ ] Check here if the holder is required to file in Quebec.
SIGN BELOW EXACTLY AS THE
SHAREHOLDER NAME
APPEARS ON THE SHARE CERTIFICATE
(See Instruction 1)
----------------------------------
----------------------------------
(Signature(s) of Holder(s))
----------------------------------
----------------------------------
(Social Insurance Number(s) of Holder(s))
Telephone: ( )
--------------------------
Date: ------------------------------
SIGNATURE(S) GUARANTEED BY
(See Instructions 2 and 3)
----------------------------------
(Authorized Signature)
----------------------------------
(Name of Eligible Institution)
----------------------------------
(Date)
SOLICITED DEPOSITS
(See Instruction 9)
If applicable, the depositing holder of Schneider Shares signing above
represents that the member of the soliciting dealer
who solicited and obtained this deposit is:
Name of
Firm: ------------------------------------------------------------------
Name of
Individual: ---------------------------------------------------------------
Address of
Firm: -----------------------------------------------------------------
[ ] Check here if registered holder represents more than one beneficial holder
and attach list of beneficial holders and shares held by each.
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TRANSMITTAL AND ACCEPTANCE INSTRUCTIONS
1. Delivery of Letter of Acceptance and Transmittal and Certificates. To accept
the Class A Offer or the Common Share Offer, certificate(s) representing
beneficial ownership of Schneider Shares, together with a properly
completed and duly executed copy of this Letter (or a manually signed
facsimile thereof) and all other documents required by this Letter, must be
received by the Depositary at its principal office in Toronto indicated
below at or before the Expiry Time, unless the procedures for guaranteed
delivery set out below are employed.
A holder of Schneider Shares whose certificate(s) for such shares are not
immediately available or who cannot deliver his or her certificates and all
other required documents to the Depositary at or before the Expiry Time, may
deposit his or her Schneider Shares by properly completing and executing a
Notice of Guaranteed Delivery pursuant to the procedure for guaranteed
delivery set forth in Section 6 of the accompanying Offers to Purchase.
Pursuant to such procedure, (i) such deposit must be made only at the
principal office of the Depositary in Toronto by or through an Eligible
Institution (as defined below); (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, in the accompanying form (or a manually
signed facsimile thereof), must be received by the Depositary at its
principal office in Toronto at or before the Expiry Time; and (iii) the
certificates representing such deposited Schneider Shares in proper form for
transfer, together with a properly completed and duly executed copy of this
Letter (or a manually signed facsimile thereof) with any required signature
guarantees and any other documents required by this Letter, must be received
by the Depositary at its principal office in Toronto at or before 5:00 p.m.
Toronto time on the third business day after the Expiry Time. Delivery to
any offices of the Depositary other than its principal office in Toronto
does not constitute delivery for the purpose of satisfying a guaranteed
delivery. See Section 6 of the accompanying Offers to Purchase.
Holders whose Schneider Shares are registered in the name of a nominee should
contact their broker, dealer, bank, trust company or other nominee for
assistance in depositing such Schneider Shares.
The method of delivery of certificates, this Letter and all other required
documents is at the option and risk of the depositing shareholder and
delivery will be deemed effective only when such documents are actually
received. Smithfield Canada recommends that such documents be delivered by
hand to the Depositary and a receipt obtained or, if mailed, that registered
mail (return receipt requested) be used and proper insurance obtained.
2. Guarantee of Signatures. No signature guarantee is required on this Letter
(i) if this Letter is signed by the registered holder(s) of the Schneider
Shares (unless such holder has completed the box entitled "Special Payment
Instructions") or (ii) if such Schneider Shares are deposited for the
account of a Canadian chartered bank, a trust company in Canada, a
commercial bank or trust company having an office or correspondent in
Toronto, Ontario or a firm that is a member of a recognized stock exchange
in Canada, the Investment Dealers Association of Canada, a national
securities exchange in the United States of America or the National
Association of Securities Dealers, Inc. (each, an "Eligible Institution").
In all other cases, all signatures on this Letter must be guaranteed by an
Eligible Institution. See also Instruction 3.
3. Signatures on Letter of Acceptance and Transmittal, Powers and Endorsements.
If this Letter is signed by the registered holder(s) of Schneider Shares
represented by the deposited certificate(s), the signature(s) must
correspond with the name(s) as written on the face of such certificate(s)
without alteration, enlargement or any change whatsoever and such
certificate(s) need not be endorsed.
If this Letter is signed by a person other than the registered holder(s) of
the Schneider Shares represented by the deposited certificates, or if
certificates representing Schneider Shares for which the Class A Offer or
the Common Share Offer has not been accepted are to be issued to a person(s)
other than the registered holder(s), then the certificate(s) must be
endorsed or accompanied by share transfer powers duly and properly completed
by the registered holder(s), in either case signed exactly as the name(s) of
the registered holder(s) appear(s) on the certificate(s). The signature(s)
on such certificate(s) or powers must be guaranteed by an Eligible
Institution.
If the deposited Schneider Shares are held of record by two or more joint
owners, all such owners must sign this Letter. If any deposited Schneider
Shares are registered in different names on similar certificates, it will be
necessary to complete, sign and submit as many separate copies of this
Letter as there are different registrations of certificates.
If this Letter or any certificates or powers are signed by a trustee,
executor, administrator, guardian, attorney-in-fact, agent, officer of a
corporation or any other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and proper evidence
satisfactory to Smithfield Canada of their authority to so act must be
submitted.
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4. Special Payment and Delivery Instructions. If the certificates representing
Exchangeable Shares of Smithfield Canada and the cheque (if any) to be
issued in payment of the purchase price for Schneider Shares purchased, or
if certificates representing the balance of any Schneider Shares not
deposited or purchased, are to be:
i. issued in the name of a person(s) other than the person(s) signing this
Letter;
ii. sent to someone other than the person(s) signing this Letter or to the
person(s) signing this Letter at an address other than that appearing in
the box entitled "Description of Schneider Shares Deposited"; or
iii. held by the Depositary for pick-up by the undersigned or any person
designated by the undersigned in writing;
the boxes entitled "Special Payment Instructions" and/or "Special Delivery
Instructions", as applicable, should be completed.
5. Inadequate Space. If the space provided herein for any information is
inadequate, the required information should be set out on a separate signed
list attached hereto.
6. Partial Deposits. If fewer than all the Schneider Shares evidenced by any
certificate(s) submitted are to be deposited, fill in the number of
Schneider Shares that are to be deposited in the box entitled "Number of
Shares Deposited". In such case, a new certificate(s) for Schneider Shares
not deposited will be issued and sent to the person(s) signing this Letter,
unless otherwise provided in the boxes entitled "Special Payment
Instructions" and/or "Special Delivery Instructions", as soon as
practicable after the expiration or termination of the Offers. All
Schneider Shares evidenced by a certificate(s) submitted to the Depositary
will be deemed to have been deposited unless otherwise indicated.
7. Stock Transfer Taxes. Smithfield Canada will pay any stock transfer taxes
with respect to the transfer and sale of Schneider Shares to it or its
order by the registered holder(s) pursuant to the Offers. If, however,
certificates for Schneider Shares not deposited or purchased are to be
registered in the name of any person(s) other than the registered
holder(s), or if certificates for Schneider Shares are registered in the
name of any person(s) other than the person(s) signing this Letter, the
amount of any stock transfer taxes (whether imposed on the registered
holder(s) or such other person(s)) payable on account of the transfer to
such person(s) will be payable by the seller(s) (which may include a
deduction from the purchase price) unless satisfactory evidence of the
payment of such taxes or exemption therefrom is submitted.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) for Schneider
Shares.
8. Tax Election Filing Package. Holders of Schneider Shares who are eligible to
enter into a joint election and who wish to enjoy rollover treatment must
submit a duly completed Tax Election Filing Package consisting of
prescribed Federal Election Form T-2057 or T-2058, Quebec Tax Election Form
TP-518V or TP-529V for holders of Schneider Shares required to file in
Quebec, and a letter authorizing the making of the joint election to the
Depositary at its principal office in Toronto indicated below on or before
March 31, 1999. See the Offering Circular under "Canadian Federal Income
Tax Considerations -- Shareholders Resident in Canada".
9. Solicitation. Identify the investment dealer or broker, if any, who has
solicited acceptance of the Offers by completing the box entitled
"Solicited Deposits" above and present a list of beneficial holders, if
applicable.
10. Request for Assistance or Additional Copies. Questions and requests for
assistance may be directed to the Depositary. Additional copies of the
Offers and Circular and this Letter may be obtained on request and without
charge from the Depositary at its principal office in Toronto indicated
below. Holders of Schneider Shares may also contact the Dealer Manager,
Smithfield Canada or their local broker, dealer, commercial bank or trust
company for assistance.
11. Lost Certificates. If a certificate representing Schneider Shares has been
lost or destroyed, this Letter should be completed as fully as possible
and forwarded to the Depositary together with a letter stating the loss.
The Depositary will contact you to advise of the replacement requirements.
12. Governing Law. The Offers and any agreement resulting from the acceptance
of the Offers will be construed in accordance with and governed by the
laws of the Province of Ontario and the laws of Canada applicable therein.
Manually signed facsimile copies of this Letter, properly completed and duly
executed in accordance with the instructions in this Letter, will be accepted.
This Letter, certificates for Schneider Shares and any other required documents
should be sent or delivered by each holder of Schneider Shares or such holder's
investment dealer, stockbroker, bank, trust company or other nominee to the
Depositary at the appropriate address set forth below.
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The Depositary for the Offers is:
CIBC MELLON TRUST COMPANY
For Delivery by Mail:
P. O. Box 1036
Adelaide Street Postal Station
Toronto, Ontario
M5C 2K4
Attention: Special Projects
For Delivery by Hand or Courier:
Up to and including
May 1, 1998:
393 University Avenue
Lower Level
Toronto, Ontario
M5G 2M7
On and after May 4, 1998:
199 Bay Street
Commerce Court West
Securities Level
Toronto, Ontario
M5L IG9
Attention: Courier Window
For Information:
In Toronto: (416) 643-5500
Toll Free: 1-800-387-0825
The Dealer Manager for the Offers is:
FIRST MARATHON SECURITIES LIMITED
The Exchange Tower
2 First Canadian Place
Suite 3200, P.O. Box 21
Toronto, Ontario
M5X 1J9
Telephone: (416) 869-3707
Facsimile: (416) 869-6411
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