SANTA ANITA SANTA ANITA
REALTY OPERATING
ENTERPRISES, INC. COMPANY
CASH ELECTION INSTRUCTIONS
The enclosed Letter of Transmittal and accompanying instructions are being
provided to you along with a Joint Proxy Statement/Prospectus dated September
26, 1997, which describes the Third Amended and Restated Agreement and Plan of
Merger dated as of April 13, 1997, among Meditrust, Meditrust Acquisition
Company ("MAC"), Santa Anita Realty Enterprises, Inc. ("Realty") and Santa
Anita Operating Company ("Operating"), providing for the merger of Meditrust
with and into Realty, with Realty being the surviving corporation, and for the
merger of MAC into Operating, with Operating being the surviving corporation
(the "Mergers"). Capitalized terms used herein and not specifically defined
herein have the meaning specified in the Joint Proxy Statement/Prospectus.
As described in the Joint Proxy Statement/Prospectus, subject to the
consummation of the Mergers and certain limitations, record holders of shares
of Paired Common Stock are entitled to make an unconditional election (a "Cash
Election") on or prior to 5:00 P.M. (New York City time) on October 24, 1997
(the "Election Time") to receive the Cash Election Price for any such shares of
Paired Common Stock by executing and submitting the enclosed Letter of
Transmittal (see below), and complying with the other requirements set forth
therein. Only shares of Paired Common Stock are eligible to be purchased for
the Cash Election Price.
The Letter of Transmittal may be submitted only by the registered holder of
shares of Paired Common Stock. Accordingly, if you are not the registered
holder of the shares of Paired Common Stock and if you wish to have your bank
or broker exercise, on your behalf, the Cash Election for your shares of Paired
Common Stock, please so instruct them. Your instructions should be forwarded as
promptly as possible to permit the exercise of the Cash Election in accordance
with the provisions of the Cash Election process as described in the Joint
Proxy Statement/Prospectus. If complete written instructions are not received
by the Election Time and in accordance with such Cash Election procedures, the
Cash Election will not be exercised on your behalf. If you are the registered
holder of the shares of Paired Common Stock and you wish to exercise the Cash
Election, you are requested to complete, execute and return the Letter of
Transmittal attached to this letter as promptly as possible to permit the
exercise of the Cash Election in accordance with the provisions of the Cash
Election procedure as described in the Joint Proxy Statement/Prospectus. If a
complete Letter of Transmittal is not received by the Election Time and in
accordance with such Cash Election procedures, the Cash Election will not be
exercised on your behalf. We urge you, however, to read these documents
carefully before exercising the Cash Election. Due to the limited amount of
cash consideration to be paid, holders of shares of Paired Common Stock who
follow such procedures to elect to receive cash may not, as a result of
proration, receive cash for all their shares despite such election.
Holders of shares of Paired Common Stock who do not wish to make the Cash
Election need not submit the Letter of Transmittal.
ANY CASH ELECTION MADE PURSUANT TO A LETTER OF TRANSMITTAL THAT HAS BEEN
TIMELY AND PROPERLY SUBMITTED IN COMPLIANCE WITH THE CASH ELECTION PROCEDURE AS
DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS WILL BE IRREVOCABLE AFTER THE
ELECTION TIME.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE CASH ELECTION SHOULD
BE DIRECTED TO HARRIS TRUST COMPANY OF NEW YORK AT THE FOLLOWING TOLL-FREE
TELEPHONE NUMBER: (800-245-7630).
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES OF PAIRED COMMON STOCK OF
THE SANTA ANITA COMPANIES
The undersigned hereby elects to exercise the Cash Election (capitalized
terms used herein and not defined herein having the meaning specified in the
Joint Proxy Statement/Prospectus referred to below) for the shares of Paired
Common Stock specified below which are held by the undersigned.
It is understood that the Cash Election is irrevocable after October 24, 1997
and is subject to (i) the terms, conditions and limitations set forth in the
Joint Proxy Statement/Prospectus, dated September 26, 1997, relating to the
Mergers (the "Joint Proxy Statement/Prospectus"), receipt of which is
acknowledged by the undersigned and (ii) the terms of the Third Amended and
Restated Agreement and Plan of Merger, dated as of April 13, 1997, as the same
may be amended from time to time, a conformed copy of which appears as Annex A
to the Joint Proxy Statement/Prospectus.
DESCRIPTION OF SHARES TENDERED FOR CASH
- --------------------------------------------------------------------------------
REGISTRATION
IF THERE IS
ANY ERROR IN
THE NAME OR
ADDRESS
SHOWN BELOW,
PLEASE MAKE
THE TOTAL NUMBER OF NUMBER OF
NECESSARY CERTIFICATE SHARES REPRESENTED BY SHARES TENDERED
CORRECTIONS. NO(S) SHARE CERTIFICATES/1/ FOR CASH/2/
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares described
above are being tendered for cash. See Instruction 7.
The Tender Agent will issue a check in the amount of the number of Shares of
Paired Common Stock tendered for cash hereby, or such lesser number of Shares
as may be purchased in accordance with the pro-ration procedures, multiplied by
$31.00 (the "Cash Election Price") and/or return any Certificates for Shares
not tendered for cash or accepted for payment, in each case in the name shown
above and mailed to the address reflected above unless instructions are given
in the boxes below.
Deliver this Letter of Transmittal, by hand, courier, mail or facsimile,
together with the certificate(s) representing your shares, no later than 5:00
P.M. (New York City time) on October 24, 1997 (the "Election Time") to Harris
Trust Company of New York, the Tender Agent, at one of the following addresses.
Your cash entitlement is described in the accompanying notice.
BY HAND/OVERNIGHT COURIER: BY MAIL:
Harris Trust Company of New York Harris Trust Company of New York
Wall Street Plaza Wall Street Station
88 Pine Street P.O. Box 1010
19th Floor New York, NY 10268-1010
New York, NY 10005
TELEPHONE FACSIMILE (FOR ELIGIBLE
1-800-245-7630 INSTITUTIONS)
212-701-7636
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
DELIVERY OF THIS LETTER OF TRANSMITTAL AFTER THE ELECTION TIME DOES NOT
CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
[_]CHECK HERE IF YOU CANNOT LOCATE YOUR CERTIFICATE(S) AND REQUIRE ASSISTANCE
IN REPLACING THEM. UPON RECEIPT OF NOTIFICATION ON THIS LETTER OF
TRANSMITTAL, THE TENDER AGENT WILL CONTACT YOU DIRECTLY WITH REPLACEMENT
INSTRUCTIONS.
Number, class and series of Shares represented by the lost or destroyed
Certificates: __________________________________________________________________
THE CASH ELECTION FOR THE SHARES OF PAIRED COMMON STOCK SPECIFIED ABOVE IS
IRREVOCABLE, EXCEPT THAT SUCH CASH ELECTION MAY BE WITHDRAWN AT ANY TIME PRIOR
TO 5:00 P.M. (NEW YORK CITY TIME) ON OCTOBER 24, 1997. SEE INSTRUCTION 10 OF
THE "INSTRUCTIONS FOR TENDERING CERTIFICATES" SET FORTH BELOW.
SPECIAL PAYMENT AND ISSUANCE SPECIAL DELIVERY INSTRUCTIONS
INSTRUCTIONS --------------------------------------
- -------------------------------------- Complete only if the check repre-
Complete only if the check senting the Cash Election Price
representing the Cash Election and/or any certificate for shares
Price and/or any certificate for not tendered for cash or not ac-
shares not tendered for cash or cepted for payment is to be
not accepted for payment is to be mailed to some address other than
paid and/or issued in a name the address reflected above.
which differs from the name on
the tendered for cash
certificate(s).
Issue Check and/or Certificate(s)
to:
Issue Check and/or Certificate(s)
to:
Name: ____________________________
(Please Print)
Address: _________________________
Name: ____________________________ __________________________________
(Please Print) (Include Zip Code)
Address: _________________________
__________________________________
(Include Zip Code)
__________________________________
(Employer Identification or
Social Security Number)
(Please also complete Substitute
Form W-9 on the reverse AND see
instructions regarding signature
guarantee.)
SIGNATURE(S) REQUIRED
[Signature(s) of Registered Holder(s) SIGNATURE(S) GUARANTEED (IF REQUIRED)
or Agent] --------------------------------------
- -------------------------------------- Unless the shares are tendered
Must be signed by the registered for cash by the registered hold-
holder(s) EXACTLY as name(s) er(s) of the Paired Common Stock,
appear(s) on stock certificate(s) or for the account of a member in
or on a security position good standing of a "Signature
listing. If signature is by a Guarantee Program" ("STAMP"),
trustee, executor, administrator, Stock Exchange Medallion Program
guardian, attorney-in-fact, ("SEMP") or New York Stock Ex-
officer for a corporation acting change Medallion Signature Pro-
in a fiduciary or representative gram ("MSP") (an "Eligible Insti-
capacity, or other person please tution"), the above signature(s)
set forth full title. SEE must be guaranteed by an Eligible
INSTRUCTIONS 2, 3 OR 4. Institution. SEE INSTRUCTION 3.
----------------------------------
---------------------------------- Authorized Signature
Signature of Registered Holder ----------------------------------
---------------------------------- Name (Please Print)
Name of Registered Holder (Please ----------------------------------
Print) Name of Firm
---------------------------------- ----------------------------------
Title, if any Address of Firm (Include Zip Code)
Address: _________________________ Date: ____________________________
---------------------------------- Phone No: ________________________
(Include Zip Code)
Date: ____ Phone No.: ____________
Employer Identification or
Social Security Number ___________
(See Substitute Form W-9)
(Please also complete Substitute
Form W-9 on the reverse AND see
instructions regarding signature
guarantee.)
This Letter of Transmittal is to be used either if
Certificates for Shares are to be forwarded herewith or,
unless an Agent's Message (as defined below) is utilized,
if delivery of Shares is to be made by book-entry transfer
to an account maintained by the Tender Agent at a Book-
Entry Transfer Facility (as defined in and pursuant to the
procedures set forth in Instruction 6). Stockholders who
deliver Shares by book-entry transfer are referred to
herein as "Book-Entry Stockholders" and other stockholders
are referred to herein as "Certificate Stockholders".
Stockholders whose Certificates for Shares are not
immediately available or who cannot deliver either the
Certificates for, or a Book-Entry Confirmation (as defined
below) with respect to, their Shares and all other
documents required hereby to the Tender Agent prior to the
Election Time (as defined above) must tender for cash their
Shares in accordance with the guaranteed delivery
procedures set forth in Instruction 1. Delivery of
documents to a Book-Entry Transfer Facility does not
constitute delivery to the Tender Agent.
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE
TENDER AGENT WITH A BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution ______________________________
Check box of Book-Entry Transfer Facility:
[_] The Depository Trust Company
[_] Philadelphia Depository Trust Company
Account Number _____________________________________________
Transaction Code Number ____________________________________
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
SENT TO THE TENDER AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s) _____________________________
Date of Execution of Notice of Guaranteed Delivery _________
Name of Institution that Guaranteed Delivery _______________
INSTRUCTIONS FOR TENDERING CERTIFICATES
1. Requirements of Delivery. This Letter of Transmittal is to be completed by
stockholders either if Certificates are to be forwarded herewith or, unless an
Agent's Message (as defined below) is utilized, if delivery of Shares is to be
made pursuant to the procedures for book-entry transfer set forth in
Instruction 6. For a stockholder validly to tender for cash Shares, either (a)
a Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, together with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message (as defined below), and any other
required documents, must be received by the Tender Agent at one of its
addresses set forth herein no later than 5:00 P.M. (New York City time) on
October 24, 1997 (the "Election Time") and either Certificates for tendered
Shares must be received by the Tender Agent at one of such addresses or Shares
must be delivered pursuant to the procedures for book-entry transfer set forth
herein (a Book-Entry Confirmation (as defined below)), and received by the
Tender Agent, in each case prior to the Election Time, or (b) the tendering
stockholder must comply with the guaranteed delivery procedures set forth
below.
Stockholders whose Certificates for Shares are not immediately available or
who cannot deliver their Certificates and all other required documents to the
Tender Agent or complete the procedures for book-entry transfer prior to the
Election Time may tender for cash their Shares by properly completing and duly
executing the Notice of Guaranteed Delivery and meeting all of the following
guaranteed delivery procedures: (a) such tender for cash must be made by or
through an Eligible Institution, (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by The Santa
Anita Companies herewith, must be received by the Tender Agent prior to the
Election Time and (c) the Certificates for all tendered Shares in proper form
for transfer (or a Book-Entry Confirmation with respect to all such Shares),
together with a Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message, and any other required
documents, must be received by the Tender Agent within three trading days after
the date of execution of such Notice of Guaranteed Delivery. A "trading day" is
any day on which the New York Stock Exchange is open for business.
The Notice of Guaranteed Delivery may be delivered by hand to the Tender
Agent or transmitted by facsimile or mail to the Tender Agent and must include
a guarantee by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery.
"Agent's Message" means a message transmitted by a Book-Entry Transfer
Facility to, and received by, the Tender Agent and forming a part of a Book-
Entry Confirmation that states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering for cash the shares that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that The Santa Anita Companies may enforce such agreement against such
participant.
THE METHOD OF DELIVERY OF CERTIFICATE(S), THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL
BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE TENDER AGENT (INCLUDING,
IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). 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. DELIVERY OF CERTIFICATES(S), THE LETTER OF TRANSMITTAL, BOOK-ENTRY
CONFIRMATION OR ANY OTHER REQUIRED DOCUMENTS (INCLUDING THROUGH ANY BOOK-ENTRY
TRANSFER FACILITY) AFTER THE ELECTION TIME WILL NOT BE VALID. A RETURN ENVELOPE
IS ENCLOSED.
No alternative, conditional or contingent tenders for cash will be accepted
and no fractional Shares will be purchased. All tendering stockholders, by
execution of this Letter of Transmittal (or fax hereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
2. Cash Election Price is paid to registered holder. If the check
representing the Cash Election Price and any Certificate for Shares not
tendered or not accepted for payment are to be issued in the same name as the
tendered Certificate is registered, the Letter of Transmittal should be
completed and signed exactly as the tendered Certificate is registered. Do not
sign the Certificate(s). If any of the shares tendered hereby are owned by two
or more joint owners, all such owners must sign this Letter of Transmittal
exactly as written on the face of the Certificate(s). If any shares are
registered in different names on several certificates, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations.
3. Guarantee of Signatures. Except as otherwise provided below, signatures on
this Letter of Transmittal must be guaranteed by an entity which is a member in
good standing of a "Signature Guarantee Program" ("STAMP"), Stock Exchange
Medallion Program ("SEMP") or New York Stock Exchange Medallion Signature
Program ("MSP") (an "Eligible Institution"). Signature guarantees are not
required if the Certificate(s) tendered herewith are submitted by the
registered owner (which term, for purposes of this Section, includes any
participant in any Book-Entry Transfer Facilities system whose name appears on
a security position listing as the owner of the Shares) of such shares who has
not
completed the section entitled "Special Payment and Issuance Instructions" or
"Special Delivery Instructions" or for the account of an Eligible Institution.
If the tendered Certificates are registered in the name of a person other than
the signer of this Letter of Transmittal, or if issuance is to be made to a
person other than the signer of this Letter of Transmittal, or if the issuance
is to be made to a person other than the registered owner or owners, then the
tendered certificates must be endorsed or accompanied by duly executed stock
powers, in either case signed exactly as the name or names of the registered
owners appear on such certificates or stock powers, with the signatures on the
Certificates or stock powers guaranteed by an Eligible Institution as provided
herein.
4. Special Payment and Issuance and Delivery Instructions. Indicate the name
and address to which the check representing the Cash Election Price and/or any
Certificate for Shares not tendered or not accepted for payment is to be sent
if different from the name and/or address of the person(s) signing this Letter
of Transmittal.
5. Letter of Transmittal Required; Tender of Certificate(s), Lost
Certificate(s). You will not receive your Cash Election Price unless and until
you deliver this Letter of Transmittal, properly completed and duly executed,
to the Tender Agent, together with the certificate(s) evidencing your shares
and any required accompanying evidences of authority. If the certificate(s) has
(have) been lost or destroyed, check the box on the reverse of this Letter of
Transmittal. In such event, the Tender Agent will forward additional
documentation necessary to be completed in order to replace such lost or
destroyed certificate(s).
6. Book-Entry Transfers. The Tender Agent will establish accounts with
respect to the Shares at The Depository Trust Company and Philadelphia
Depository Trust Company (the "Book-Entry Transfer Facilities") within two
business days after the date of the Joint Proxy Statement/Prospectus. Any
financial institution that is a participant in any of the Book-Entry Transfer
Facilities' systems may make book-entry delivery of Shares by causing a Book-
Entry Transfer Facility to transfer such Shares into the Tender Agent's account
in accordance with such Book-Entry Transfer Facility's procedures for such
transfer. However, although delivery of Shares may be effected through book-
entry transfer into the Tender Agent's account at a Book-Entry Transfer
Facility, the Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with any required signature guarantees, or any Agent's
Message, and any other required documents, must, in any case, be transmitted
to, and received by, the Tender Agent at one of its addresses set forth on the
front of this Letter of Transmittal prior to the Election Time, or the delivery
procedures described below. The confirmation of a book-entry transfer of Shares
into the Tender Agent's accounts is referred to herein as a "Book-Entry
Confirmation". Delivery of documents to a Book-Entry Transfer Facility in
accordance with such Book-Entry Transfer Facility's procedures does not
constitute delivery to the Tender Agent.
7. Partial Tenders for Cash (Applicable to Certificate Stockholders Only). If
fewer than all the Shares evidenced by any Certificate submitted are to be
tendered for cash, fill in the number of Shares that are to be tendered for
cash in the box entitled "Number of Shares Tendered". In any such case, new
Certificate(s) for the remainder of the Shares not purchased will be sent to
the registered holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as soon as practicable after the acceptance for payment
of, and payment for, the Shares tendered herewith. All Shares represented by
Certificates delivered to the Tender Agent will be deemed to have been tendered
for cash unless otherwise indicated.
8. Stock Transfer Taxes. Except as provided below, The Santa Anita Companies
will pay any stock transfer taxes with respect to the transfer and sale of
Shares to it or its order pursuant to the Cash Election. If, however, payment
of the Cash Election Price is to be made to, or if Certificates for Shares not
tendered for cash or accepted for payment are to be registered in the name of,
any person(s) other than the registered owner(s), or if tendered Certificates
are registered in name(s) of any person(s) other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered owner(s) or such person(s)) payable on account of the
transfer to such person(s) will be deducted from the Cash Election Price unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted.
Except as provided in this Instruction 8, it will not be necessary for
transfer tax stamps to be affixed to the Certificates listed in this Letter of
Transmittal.
9. Form W-9. Each stockholder who tenders for cash one or more certificates
is required to provide the Tender Agent with such stockholder's correct
Taxpayer Identification Number ("TIN") on Form W-9, which is attached. Failure
to provide the information on the form may subject the tendering stockholder to
31% federal income tax withholding on the payment of any cash consideration due
for the shares evidenced by the certificate(s) tendered. The words "Applied
For" should be written in the space for the TIN in Part I of the form if the
tendering stockholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future. If the words "Applied For"
are written in Part I and the Tender Agent is not provided with a TIN within 60
days, the Tender Agent will withhold 31% on all payments to such tendering
stockholders of any cash consideration due for their former Shares until a TIN
is provided to the Tender Agent.
10. Withdrawal Rights. Cash Elections are irrevocable, except that a Cash
Election and the shares of Paired Common Stock to which such Cash Election
relates may be withdrawn at any time prior to the Election Time. For a
withdrawal to be effective, a written, telegraphic or facsimile transmission of
notice of withdrawal must be recieved by the
Tender Agent at one of its addresses set forth herein no later than the
Election Time. Any notice of withdrawal must specify the name of the person who
completed the Letter of Transmittal or Notice of Guaranteed Delivery, the
number of shares of Paired Common Stock to be withdrawn and the name of the
registered holder, if different from that of the person who completed the
Letter of Transmittal or Notice of Guaranteed Delivery. If share certificates
evidencing the shares of Paired Common Stock to be withdrawn have been
delivered or otherwise identified to the Tender Agent, then, prior to the
physical release of such share certificates, the serial numbers shown on such
share certificates must be submitted to the Tender Agent and the signature(s)
on the notice of withdrawal must be guaranteed by an Eligible Institution. If
the shares have been tendered pursuant to the procedure for book-entry transfer
as described in Instruction 6 above, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn shares and must be signature guaranteed by an
Eligible Institution.
All questions as to the form and validity of any notice of withdrawal will be
determined by The Santa Anita Companies, in their sole discretion, whose
determination will be final and binding. None of The Santa Anita Companies,
Meditrust, any of their affiliates or assigns, Harris Trust Company of New York
or any other person will be under any duty to give notification of any defects
or irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification.
The withdrawal of a Cash Election and the shares of Paired Common Stock to
which such Cash Election relates may not be rescinded. Any shares of Paired
Common Stock with respect to which a Cash Election has been properly and
effectively withdrawn will no longer be eligible to be purchased for the Cash
Election Price.
IMPORTANT TAX INFORMATION PAYER: HARRIS TRUST COMPANY OF NEW YORK
WHAT TAXPAYER ---------------------------------------------------
IDENTIFICATION NUMBER TO SUBSTITUTE PART I - PART III-
GIVE THE PROCESSING AGENT FORM W-9 PLEASE Social
PROVIDE YOUR Security OR
TIN IN THE BOX Employer
AT THE RIGHT Identification
AND CERTIFY BY Number
SIGNING AND ---------------
DATING BELOW (If awaiting
DEPARTMENT OF THE TREASURY TIN WRITE
INTERNAL REVENUE SERVICE "Applied For")
CERTIFICATION - Under penalties of perjury, I
certify that:
The registered holder PAYER'S REQUEST FOR
is required to give the TAXPAYER
Tender Agent the social (1) The number shown on this form is my correct
security number or Taxpayer Identification Number (or I am waiting
employer identification for a number to be issued to me), and
number of the IDENTIFICATION NUMBER (TIN)
registered holder of
the certificate(s). If (2) I am not subject to backup withholding either
the certificate(s) are because I have not been notified by the Internal
in more than one name Revenue Service (IRS) that I am subject to backup
or are not in the name withholding as a result of a failure to report
of the actual owner, all interest or dividends, or the IRS has
consult the enclosed notified me that I am no longer subject to backup
Form W-9 guidelines for withholding.
additional guidance on
which numbers to
report.
----------------------------------
PART II - For Payees exempt
from backup withholding, see
the enclosed Guidelines for
Certification of Taxpayer
Identification Number on
Substitute Form W-9 and
complete as instructed therein.
CERTIFICATION INSTRUCTIONS - You must cross out
item (2) above if you have been notified by the
IRS that you are subject to backup withholding
because of underreporting interest or dividends
on your tax return. However, if after being
notified by the IRS that you were subject to
backup withholding, you received another
notification from the IRS that you were no longer
subject to backup withholding, do not cross out
item (2). (Also see instructions in the enclosed
Guidelines.)
---------------------------------------------------
SIGNATURE............... DATE....................
NOTE: FAILURE TO COMPLETE AND RETURN THIS
SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU.
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 ARE AWAITING YOUR TIN.
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION
NUMBER
I certify under penalties of perjury that a TIN
has not been issued to me, and either (1) I have
mailed or delivered an application to receive a
TIN to the appropriate IRS Center or Social
Security Administration Office or (2) I intend
to mail or deliver an application in the near
future. I understand that if I do not provide a
TIN by the time of payment, 31% of all payments
made to me thereafter will be withheld until I
provide a number.
Signature _____________ Date ___________________
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES FOR CASH OF PAIRED COMMON STOCK
OF
SANTA ANITA REALTY ENTERPRISES, INC.
AND
SANTA ANITA OPERATING COMPANY
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, OCTOBER 24, 1997
This form, or one substantially equivalent hereto, must be used to accept
the Offer (as defined below) if certificates representing paired shares of
common stock, par value $.10 per share (collectively, the "Shares"), of The
Santa Anita Companies are not immediately available, if the procedure for
Book-Entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach the Tender Agent (as identified below)
prior to the time specified above. Such form may be delivered by hand or
transmitted by telegram, facsimile transmission or mail to the Tender Agent.
See Instruction 1 of the Letter of Transmittal Instructions.
The Tender Agent for the Offer is:
HARRIS TRUST
COMPANY OF NEW YORK
By Hand/Overnight Courier: By Mail:
HARRIS TRUST HARRIS TRUST
COMPANY OF NEW YORK COMPANY OF NEW YORK
WALL STREET PLAZA WALL STREET STATION
88 PINE STREET P.O. BOX 1010
19TH FLOOR NEW YORK, NY 10268-1010
NEW YORK, NY 10005
By Facsimile Transmission: Confirm by Telephone:
(FOR ELIGIBLE INSTITUTIONS ONLY) (800) 245-7630
(212) 701-7636
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
LADIES AND GENTLEMEN:
The undersigned hereby tenders for cash the shares of Paired Common Stock of
The Santa Anita Companies, upon the terms and subject to the conditions set
forth in the Joint Proxy Statement/Prospectus dated September 26, 1997 and the
related Letter of Transmittal (which together constitute the "Offer"), receipt
of which is hereby acknowledged, the number of Shares indicated below pursuant
to the guaranteed delivery procedures set forth in Instruction 1 of the Letter
of Transmittal.
Certificate No(s). (if available)_______________________________________________
Number of Shares:_______________________________________________________________
Check ONE box if Shares will be tendered by book-entry transfer:
[_] The Depository Trust Company
[_] Philadelphia Depository Trust Company
Account Number__________________________________________________________________
Dated____________________________________________________________________ , 1997
Name(s) of Record Holder(s)_____________________________________________________
(Please Type or Print)
Address(es)_____________________________________________________________________
Zip Code
Area Code and Tel. No.__________________________________________________________
Signature(s)____________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion
Program, (a) represents that the above named person(s) "own(s)" the Shares
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b)
represents that such tender of Shares complies with Rule 14e-4 under the
Exchange Act, and (c) guarantees delivery to the Depositary, at one of its
addresses set forth above, of certificates representing the Shares
tendered hereby in proper form for transfer, or confirmation of book-entry
transfer of such Shares into the Depositary's accounts at The Depository
Trust Company or Philadelphia Depository Trust Company, in each case with
delivery of a properly completed and duly executed Letter of Transmittal
(or facsimile thereof), and any other required documents, within three New
York Stock Exchange trading days after the date hereof.
Name of Firm: _______________________ _________________________________
Authorized Signature
_________________________________
Title
Address: ____________________________ Name:____________________________
Please Type or Print
_____________________________________ Title:___________________________
Zip Code
Area Code and Telephone Number: _____
Dated:____________________ , 1997
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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