LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
CARNEGIE GROUP, INC.,
PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 7, 1998
BY
LOGICA ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY
OF
LOGICA INC.,
A WHOLLY OWNED SUBSIDIARY
OF
LOGICA PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, NOVEMBER 4, 1998, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Overnight Delivery: By Hand:
P.O. Box 3301 85 Challenger Road 120 Broadway 13th Floor
South Hackensack, Mail Drop-Reorg New York,
New Jersey 07606 Ridgefield Park, New Jersey 07660 New York 10271
Attention:
Reorganization Department
Facsimile Transmission:
(201) 329-8936 (For Eligible Institutions Only)
CONFIRM BY TELEPHONE:
(201) 296-4860
---------------
Your bank or broker can assist you in completing this Letter of Transmittal.
The instructions enclosed with this Letter of Transmittal must be followed and
should be read carefully. Questions and requests for additional copies of the
Offer to Purchase (as hereinafter defined) and this Letter of Transmittal may
be directed to the Information Agent as indicated in Instruction 10.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS LETTER OF TRANSMITTAL IS TO BE COMPLETED BY HOLDERS OF SHARES EITHER IF
CERTIFICATES ARE TO BE FORWARDED HEREWITH OR IF A TENDER OF SHARES IS TO BE
MADE BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY CHASEMELLON
SHAREHOLDER SERVICES, L.L.C. (THE "DEPOSITARY") AT THE DEPOSITORY TRUST
COMPANY ("DTC") (THE "BOOK-ENTRY TRANSFER FACILITY") (PURSUANT TO THE
PROCEDURES SET FORTH IN SECTION 3, "PROCEDURE FOR ACCEPTING THE OFFER AND
TENDERING SHARES," OF THE OFFER TO PURCHASE (AS HEREINAFTER DEFINED)). HOLDERS
OF SHARES WHOSE CERTIFICATES ARE NOT IMMEDIATELY AVAILABLE, OR WHO ARE UNABLE
TO DELIVER THEIR CERTIFICATES OR CONFIRMATION OF THE BOOK-ENTRY TENDER OF
THEIR SHARES INTO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY
(A "BOOK-ENTRY CONFIRMATION") AND ALL OTHER DOCUMENTS REQUIRED BY THIS LETTER
OF TRANSMITTAL TO THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE (AS SUCH
TERM IS DEFINED IN SECTION 1, "TERMS OF THE OFFER," OF THE OFFER TO PURCHASE),
MUST TENDER THEIR SHARES ACCORDING TO THE GUARANTEED DELIVERY PROCEDURE SET
FORTH IN SECTION 3, "PROCEDURE FOR ACCEPTING THE OFFER AND TENDERING SHARES,"
OF THE OFFER TO PURCHASE. SEE INSTRUCTION 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
DESCRIPTION OF SHARES TENDERED
- ----------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE(S) AND SHARE(S) TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE EVIDENCED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
TOTAL SHARES
- ----------------------------------------------------------------------------------------------------
* Need not be completed by holders tendering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by any certificate(s) delivered to the Depositary are being tendered.
See Instruction 4.
The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates representing
the Shares tendered hereby. The certificates and number of Shares that the
undersigned wishes to tender should be indicated in the appropriate boxes.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution __________________________________________
Account Number ________________ Transaction Code Number ________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Owner(s) _________________________________________
Window Ticket Number (if any) __________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________
Name of Institution which Guaranteed Delivery __________________________
If Delivered by Book-Entry Transfer, Check Box:
[_] DTC
Account Number ________________ Transaction Code Number ________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Logica Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Logica Inc., a
Delaware corporation (the "Parent") and a wholly owned subsidiary of Logica
plc, a public limited company organized under the laws of England ("Logica
plc"), the above described shares of common stock, par value $.01 per share
(the "Shares"), of Carnegie Group, Inc., a Delaware corporation (the
"Company"), at a purchase price of $5.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 7, 1998 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in accordance with this Letter of Transmittal (which,
together with the Offer to Purchase, constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms and subject to the conditions
of the Offer, the undersigned hereby sells, assigns and transfers to or upon
the order of the Purchaser, all right, title and interest in and to all of the
Shares tendered hereby and irrevocably constitutes and appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates for such Shares or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in
either such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of the Purchaser, upon receipt by the
Depositary, as the undersigned's agent, of the purchase price, (ii) present
such Shares for transfer on the books of the Company, and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares, all in accordance with the terms and subject to the conditions of the
Offer.
The undersigned hereby irrevocably appoints designees of the Purchaser as
the attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote in such manner as each such attorney and proxy or the
substitute for any such attorney and proxy will in the sole discretion of each
such attorney and proxy deem proper, and otherwise act (including pursuant to
written consent) with respect to all the Shares tendered hereby which have
been accepted for payment by the Purchaser prior to the time of such vote or
other action, which the undersigned is entitled to vote at any meeting of
holders of Shares (whether annual or special and whether or not an adjourned
meeting) of the Company, or consent in lieu of any such meeting or otherwise.
This power of attorney and proxy is coupled with an interest in the Company
and in the Shares and is irrevocable and is granted in consideration of, and
is effective upon, the Purchaser's oral or written notice to the Depositary of
its acceptance for payment of such Shares in accordance with the terms of the
Offer. Such acceptance for payment will revoke all prior powers of attorney
and proxies appointed by the undersigned at any time with respect to such
Shares and no subsequent powers of attorney or proxies may be given (and if
given will not be effective) with respect thereto by the undersigned. The
undersigned acknowledges that the Purchaser expressly reserves the right to
require that, in order for Shares to be deemed validly tendered, immediately
upon the acceptance for payment of such Shares, the Purchaser or the
Purchaser's designee is able to exercise full voting and other rights of a
record and beneficial holder, including acting by written consent, with
respect to such Shares.
The undersigned hereby represents and warrants that (i) the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby, and (ii) when the same are accepted for payment by the
Purchaser, the Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges, claims and
encumbrances, and the same will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver any signature guarantee or
additional documents deemed by the Depositary or the Purchaser to be necessary
or desirable to complete or confirm the sale, assignment and transfer of the
Shares tendered hereby.
All authority conferred or agreed to be conferred by this Letter of
Transmittal will not be affected by, and will survive, the death or incapacity
of the undersigned, and any obligations of the undersigned hereunder will be
binding upon the heirs, executors, administrators, trustees in bankruptcy,
personal and legal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable,
provided that Shares tendered pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date.
The undersigned understands that the acceptance for payment of tendered
Shares pursuant to any of the procedures described in Section 3, "Procedure
for Accepting the Offer and Tendering Shares," of the Offer to Purchase and in
the instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions set
forth in the Offer, including the undersigned's representation and warranty
that (i) the undersigned "owns" the Shares being tendered within the meaning
of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
amended, and (ii) the tender of such Shares complies with Rule 14e-4. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, the Purchaser may not be required to accept for payment any of
the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificate(s)
for Shares not tendered or not accepted for payment in the names of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price and/or return any
certificates for any Shares not tendered or accepted for payment (and
accompanying documents, as appropriate) to the undersigned at the address
appearing under "Description of Shares Tendered." In the event that both the
Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check for the purchase price and/or return any
certificate(s) for Shares not tendered or accepted for payment in the name of,
and deliver said check and/or certificates to, the person or persons so
indicated. Unless otherwise indicated under "Special Payment Instructions," in
the case of a book-entry delivery of Shares, please credit the account
maintained at the Book-Entry Transfer Facility indicated above with any Shares
not accepted for payment. The undersigned recognizes that the Purchaser has no
obligation pursuant to the Special Payment Instructions to transfer any Shares
from the name of the registered holder thereof if the Purchaser does not
accept for payment any of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certif- To be completed ONLY if certif-
icate(s) for Shares not tendered icate(s) for Shares not tendered
or not accepted for payment or not accepted for payment
and/or any check for the pur- and/or any check for the pur-
chase price of Shares accepted chase price of Shares purchased
for payment are to be issued in are to be sent to someone other
the name of someone other than than the undersigned, or to the
the undersigned, or if Shares undersigned at an address other
delivered by book-entry transfer than that shown above.
which are not accepted for pay-
ment are to be returned by
credit to an account maintained
at the Book-Entry Transfer Fa-
cility other than the account
indicated above.
Mail [_] check [_] certificate(s)
to:
Name: ___________________________
---------------------------------
Issue [_] check [_] certificate(s) (PLEASE TYPE OR PRINT)
to:
Address: ________________________
Name: ___________________________
---------------------------------
---------------------------------
(PLEASE TYPE OR PRINT) ---------------------------------
(INCLUDE ZIP CODE)
Name(s): ________________________
Address: ________________________
---------------------------------
---------------------------------
(INCLUDE ZIP CODE)
---------------------------------
(Tax Identification or Social
Security Number)
(Also complete Substitute Form
W-9 below)
[_]Credit unpurchased Shares
delivered by Book-Entry
Transfer Facility account set
forth below:
---------------------------------
(Book-Entry Transfer Facility
Account Number, if applicable)
IMPORTANT:
HOLDERS OF SHARES SIGN HERE
_____________________________________________________________
_____________________________________________________________
SIGNATURES OF HOLDERS OF SHARES
Dated: , 1998
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on stock certificate(s) or on a security position
listing or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted
herewith. If signature is by an officer of a corporation,
attorney-in-fact, executor, administrator, trustee,
guardian, or other person acting in a fiduciary or
representative capacity, please set forth the full title and
see Instruction 5).
Name(s): ____________________________________________________
(PLEASE TYPE OR PRINT)
Capacity (full title): ______________________________________
Address: ____________________________________________________
_____________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.: ________________________________
Tax Identification or Social Security No.: __________________
(Also complete Substitute Form W-9 below)
GUARANTEE OF SIGNATURES
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: _______________________________________
Name: _______________________________________________________
(PLEASE TYPE OR PRINT)
Title: ______________________________________________________
Name of Firm: _______________________________________________
Address: ____________________________________________________
_____________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.: ________________________________
Dated: , 1998
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if (i) this Letter of Transmittal is signed by the
registered holders of Shares (which term, for purposes of this document, will
include any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Shares) tendered herewith
unless such holders have completed either the box entitled "Special Delivery
Instructions" or "Special Payment Instructions" on this Letter of Transmittal,
or (ii) such Shares are tendered for the account of a member of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States (each, an "Eligible Institution"). In all
other cases, all signatures on this Letter of Transmittal must be guaranteed
by an Eligible Institution which is a participant in an approved Signature
Guarantee Medallion Program. If the certificate is registered in the name of a
person other than the signer of this Letter of Transmittal, the tendered
certificate must be endorsed or accompanied by appropriate stock powers,
signed exactly as the name or names of the registered owner or owners appear
on the certificate, with the signatures on the certificate or stock powers
guaranteed as aforesaid. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by holders of Shares either if certificates are
to be forwarded herewith or, unless an Agent's Message (as hereinafter
defined) is utilized, if tenders are to be made pursuant to the procedures for
delivery by book-entry transfer set forth in Section 3, "Procedure For
Accepting the Offer and Tendering Shares," of the Offer to Purchase.
Certificates for all physically tendered Shares, or Book-Entry Confirmation,
as the case may be, as well as a properly completed and duly executed Letter
of Transmittal (or facsimile thereof) and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date, or the
tendering holder of Shares must comply with the guaranteed delivery procedures
set forth below.
Holders whose certificates for Shares are not immediately available or who
cannot deliver their certificates and all other required documents to the
Depositary on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Shares
pursuant to the guaranteed delivery procedures set forth in Section 3,
"Procedure for Accepting the Offer and Tendering Shares," of the Offer to
Purchase. Pursuant to such procedures, (i) such tender must be made by or
through an Eligible Institution, (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Purchaser, must be received by the Depositary, either by hand delivery, mail,
telegram or facsimile transmission, on or prior to the Expiration Date, and
(iii) the certificates for all physically tendered Shares, in proper form for
transfer, or Book-Entry Confirmation, as the case may be, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees, or an Agent's
Message, and any other required documents, must be received by the Depositary
within three National Association of Securities Dealers, Inc. Automated
Quotation System trading days after the date of execution of the Notice of
Guaranteed Delivery.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant tendering the
Shares, that such participant has received and agrees to be bound by the terms
of the Letter of Transmittal and that the Purchaser may enforce such agreement
against the participant.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE
TENDERING HOLDER OF SHARES AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering holders of Shares, by
execution of this Letter of Transmittal (or facsimile hereof), waive any right
to receive any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate number and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS. (Not applicable to holders of Shares who tender by book-
entry transfer). If fewer than all the Shares evidenced by any certificate
submitted are to be tendered, fill in the number of Shares that are to be
tendered in the box entitled "Number of Shares Tendered." In such case, as
soon as practicable after the Expiration Date, new certificates for the
remainder of the Shares that were evidenced by your old certificates will be
sent to you, unless otherwise provided in the appropriate box on this Letter
of Transmittal. All Shares represented by certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered owners of the Shares
tendered hereby, the signatures must correspond with the names as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal (or facsimile
hereof).
If any of the Shares tendered hereby are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of certificates.
If this Letter of Transmittal (or facsimile hereof) or any certificate or
stock power is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to Purchaser of such person's
authority so to act must be submitted.
When this Letter of Transmittal (or facsimile hereof) is signed by the
registered owners of the Shares listed and transmitted hereby, no endorsements
of certificates or separate stock powers are required unless payment is to be
made, or certificates for Shares not tendered or purchased are to be issued,
to a person other than the registered owner in which case signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution
which is a participant in an approved Signature Medallion Guarantee Program.
If this Letter of Transmittal (or facsimile hereof) is signed other than by
the registered owner of the certificates listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owners appear on the
certificates and signatures on such certificates or stock powers are required
and must be guaranteed by an Eligible Institution which is a participant in an
approved Signature Medallion Guarantee Program, unless the signature is that
of an Eligible Institution which is a participant in an approved Signature
Medallion Guarantee Program.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check and/or certificates
for unpurchased or untendered Shares are to be issued in the name of a person
other than the signer of this Letter of Transmittal (or facsimile hereof) or
to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal (or facsimile hereof) should be completed. Holders
tendering Shares by book-entry transfer may request that Shares not purchased
be credited to such account maintained at the Book-Entry Transfer Facility as
such holder of Shares may designate hereon. If no such instructions are given,
such Shares not purchased will be returned by crediting the account at the
Book-Entry Transfer Facility.
7. STOCK TRANSFER TAXES. Except as set forth in this Instruction 7, the
Purchaser will pay or cause to be paid all stock transfer taxes applicable to
the purchase of Shares pursuant to the Offer. If payment of the purchase
price is to be made to, or if certificates for Shares not tendered or
purchased are to be registered in the name of, any persons other than the
registered owners, or if tendered certificates are registered in the name of
any persons other than the persons signing this Letter of Transmittal (or
facsimile hereof), the amount of any stock transfer taxes (whether imposed on
the registered owner or such other person) payable on account of the transfer
to such person will be deducted 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 certificates listed in this Letter of
Transmittal.
8. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Purchaser, in whole or in part, at any time or from time to time, in the
Purchaser's sole discretion, in the case of any Shares tendered.
9. SUBSTITUTE FORM W-9. Each tendering holder of Shares (or other payee) is
required to provide the Depositary with a correct taxpayer identification
number ("TIN"), generally the holder's social security or federal employer
identification number, and with certain other information, on Substitute Form
W-9, which is provided under "Important Tax Information" below, and to certify
that the holder of Shares (or other payee) is not subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the tendering holder of Shares (or other payee) to 31% federal income
tax withholding on the payment of the purchase price. The box in Part I of the
Substitute Form W-9 may be checked if the tendering holder of Shares (or other
payee) has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part I is checked and the
Depositary is not provided with a TIN by the time of payment, the Depositary
will withhold 31% on all such payments of the purchase price until a TIN is
provided to the Depositary.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance or for additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent at the address set forth below or from your
broker, dealer, commercial bank, trust company or other nominee.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER,
AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder whose tendered Shares are accepted
for payment is required to provide the Depositary with such holder's current
TIN on Substitute Form W-9 below. If such holder is an individual, the TIN is
such holder's social security number. If the Depositary is not provided with
the correct TIN, the holder of Shares or other payee may be subject to a $50
penalty imposed by the Internal Revenue Service (the "IRS"). In addition,
payments that are made to such holder of Shares or other payee with respect to
Shares purchased pursuant to the Offer may be subject to 31% backup
withholding.
Certain holders of Shares (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must submit a statement to the Depositary,
signed under penalties of perjury, attesting to such individual's exempt
status. Such statements can be obtained from the Depositary. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payment made to the holder of Shares or other payee. Backup withholding is
not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld.
If withholding results in an overpayment of taxes, a refund may be obtained
from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made to a holder or other payee
with respect to Shares purchased pursuant to the Offer, the holder of Shares
is required to notify the Depositary of the holder's current TIN (or the TIN
of any other payee) by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the 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 not
longer subject to backup withholding (see Part II of Substitute Form W-9).
WHAT NUMBER TO GIVE THE DEPOSITARY
The holder of Shares is required to give the Depositary the TIN (i.e.,
social security number or employer identification number) of the record owner
of the Shares. If the Shares are registered in more than one name or are not
registered in the name of the actual owner, consult the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9"
for additional guidance on which number to report.
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS DEPOSITARY AGENT
- -------------------------------------------------------------------------------
PART I--Taxpayer Identification Number (TIN)
SUBSTITUTE
FORM W-9 Please enter your correct number in the appropriate
box below. NOTE: If the account is more than one
name, see the chart on the enclosed form,
Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9, for
guidance on which number to enter.
DEPARTMENT OF THE
TREASURY
INTERNAL REVENUE
SERVICE
PAYER'S REQUEST Social Security Number OR Employer Identification
FOR Number
--------------------- -----------------------
TAXPAYER
IDENTIFICATION If you do not have a TIN, see instructions "How to
NUMBER AND Get a TIN" and check the box below.
CERTIFICATION
TIN Applied for [_]
--------------------------------------------------------
PART II--For Payees Exempt from Backup Withholding
(see Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9)
- -------------------------------------------------------------------------------
PART III--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 and dividends, or (c) 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 IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax
return.
Signature(s) ________________________ Date ____________________________
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent as set forth below.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Call Toll Free:
(800) 714-3312
The Dealer Manager for the Offer is:
DONALDSON, LUFKIN & JENRETTE
277 Park Avenue
New York, New York 10172
Call Collect: (212) 892-7995