Exhibit (a)(2)
Letter of Transmittal
to Tender Shares of Common Stock
of
Lifschultz Industries, Inc.
Pursuant to the Offer to Purchase
Dated May 22, 2001
by
Saltwater Acquisition Corp.
an indirect, wholly-owned subsidiary of
Danaher Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, JUNE 19, 2001, UNLESS THE OFFER IS EXTENDED
The Depositary for the Offer is:
SunTrust Bank
Facsimile for Eligible By Mail: By Overnight Courier or By Hand:
Institutions: SunTrust Bank
404-865-5371 SunTrust Bank Stock Transfer Department
Post Office Box 4625 58 Edgewood Avenue
Confirm by Telephone: Room 225, Annex Atlanta, Georgia 30303
1-800-568-3476 Atlanta, Georgia 30302
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders, either if
Share Certificates (as defined below) are to be forwarded herewith or, unless
an Agent's Message (as defined in the Offer to Purchase, as referred to below)
is utilized, if tenders of Shares are to be made by book-entry transfer into
the account of SunTrust Bank, as Depositary (the "Depositary"), at The
Depository Trust Company (the "Book-Entry Transfer Facility" or "DTC") pursuant
to the procedures set forth in Section 3 of the Offer to Purchase. Stockholders
who tender Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders."
DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of
Registered Holder(s)
(Please Fill in, if Blank,
Exactly as Name(s)
Appear(s) on Share Certificate(s) and Share(s) Tendered
Certificate(s)) (Attach Additional Signed List if Necessary)*
- ------------------------------------------------------------------------------
Total Number of
Shares Shares Number
Certificate Represented by of Share(s)
Number(s)* Certificate(s) Tendered**
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Total Shares
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* Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated, all Shares represented by Share
Certificates delivered to the Depositary will be deemed to have been
tendered. See Instruction 4.
Holders of outstanding shares of common stock of Lifschultz Industries,
Inc., par value $0.001 per share ("Shares"), whose certificates for such Shares
(the "Share Certificates") are not immediately available or who cannot deliver
their Share Certificates and all other required documents to the Depositary on
or prior to the Expiration Date (as defined in the Offer to Purchase), or who
cannot complete the procedure for book-entry transfer on a timely basis, must
tender their Shares according to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to
the Book-Entry Transfer Facility does not constitute delivery to the
Depositary.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
[_]CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: ___________________________________________
Account Number: __________________________________________________________
Transaction Code Number: _________________________________________________
[_]CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s): __________________________________________
Window Ticket Number (if any): ___________________________________________
Date of execution of Notice of Guaranteed Delivery: ______________________
Name of Institution that Guaranteed Delivery: ____________________________
Account Number: __________________________________________________________
Transaction Code Number: _________________________________________________
Ladies and Gentlemen:
The undersigned hereby tenders to Saltwater Acquisition Corp., a Delaware
corporation (the "Purchaser"), and an indirect, wholly-owned subsidiary of
Danaher Corporation, a Delaware corporation ("Danaher"), the above-described
shares of common stock, par value $0.001 per share (the "Shares"), of
Lifschultz Industries, Inc., a Delaware corporation ("Lifschultz"), at a
purchase price of $22.80 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated May 22, 2001 (the "Offer to Purchase"), and in this Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"). The undersigned understands that the Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to one or more of
its affiliates the right to purchase all or any portion of the Shares tendered
pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms 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 that are being tendered
hereby and any and all dividends, distributions, rights, other Shares or other
securities issued, paid or distributed or issuable, payable or distributable in
respect of such Shares on or after May 22, 2001 and prior to the transfer to
the name of the Purchaser (or a nominee or transferee of the Purchaser) on
Lifschultz's stock transfer records of the Shares tendered herewith
(collectively, a "Distribution"), and appoints the Depositary the true and
lawful agent, attorney-in-fact and proxy of the undersigned with respect to
such Shares (and any Distribution), with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest)
to (a) deliver such Share Certificates (and any Distribution) or transfer
ownership of such Shares (and any Distribution) on the account books maintained
by the Book-Entry Transfer Facility, together, in either case, with appropriate
evidences of transfer, to the Depositary for the account of the Purchaser, (b)
present such Shares (and any Distribution) for transfer on the books of
Lifschultz and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any Distribution), all in accordance
with the terms and subject to the conditions of the Offer.
The undersigned irrevocably appoints designees of the Purchaser as such
undersigned's agents, attorneys-in-fact and proxies, with full power of
substitution, to the full extent of such stockholder's rights with respect to
the Shares (and any Distribution) tendered by such stockholder and accepted for
payment by the Purchaser. All such powers of attorney and proxies shall be
considered irrevocable and coupled with an interest. Such appointment will be
effective when, and only to the extent that, the Purchaser accepts such Shares
for payment. Upon such acceptance for payment, all prior attorneys, proxies and
consents given by such stockholder with respect to such Shares (and any
Distribution) will be revoked without further action, and no subsequent powers
of attorney and proxies may be given nor any subsequent written consents
executed (and, if given or executed, will not be deemed effective). The
designees of the Purchaser will, with respect to the Shares (and Distributions)
for which such appointment is effective, be empowered to exercise all voting
and other rights of such stockholder as they in their sole discretion may deem
proper at any annual or special meeting of Lifschultz stockholders or any
adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise. The Purchaser reserves the right to require that, in
order for the Shares to be deemed validly tendered, immediately upon the
Purchaser's payment for such Shares, the Purchaser must be able to exercise
full voting rights with respect to such Shares and all Distributions including,
without limitation, voting at any meeting of stockholders.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the undersigned's
Shares (and any Distribution) tendered hereby, and (b) when the Shares are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title to the Shares (and any Distribution), free
and clear of all liens, restrictions, charges and encumbrances, and the same
will not be subject to any adverse claim and will not have been transferred to
the Purchaser in violation of any contractual or other restriction on the
transfer thereof. The undersigned, upon request, will execute and deliver any
additional documents deemed by the Depositary or the Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby (and any Distribution). In addition, the undersigned
shall promptly remit and transfer to the Depositary for the account of
Purchaser any and all Distributions in respect of the Shares tendered hereby,
accompanied by appropriate documentation of transfer, and, pending such
remittance or appropriate assurance thereof, the Purchaser will, subject to
applicable law, be entitled to all rights and privileges as owner of any such
Distribution and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by the Purchaser, in
its sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment by the Purchaser
pursuant to the Offer, may also be withdrawn at any time after July 20, 2001.
See Section 4 of the Offer to Purchase.
The undersigned understands that tenders of Shares pursuant to any of the
procedures described in Section 3 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 that the undersigned owns the
Shares being tendered.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or issue or return any
certificate(s) for Shares not tendered or not accepted for payment in the
name(s) of the registered holder(s) appearing under "Description of Shares
Tendered." Similarly, unless otherwise indicated herein under "Special Delivery
Instructions," please mail the check for the purchase price and/or any Share
Certificate(s) not tendered or not accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
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 any Share
Certificate(s) not tendered or accepted for payment in the name of, and deliver
such check and/or such Share Certificates to, the person or persons so
indicated. Unless otherwise indicated herein under "Special Payment
Instructions," please credit any Shares tendered herewith by book-entry
transfer that are not accepted for payment by crediting the account at the
Book-Entry Transfer Facility designated above. The undersigned recognizes that
the Purchaser has no obligation, pursuant to the Special Payment Instructions,
to transfer any Shares from the name(s) of the registered holder(s) thereof if
the Purchaser does not accept for payment any of the Shares so tendered.
[_]CHECK HERE IF ANY SHARE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 11
Number of Shares represented by lost, stolen or destroyed Share
Certificates: ____________________________________________________________
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 Share To be completed ONLY if Share
Certificate(s) not tendered or Certificate(s) not tendered or
not accepted for payment and/or not accepted for payment and/or
the check for the purchase price the check for the purchase price
of Shares accepted for payment of Shares accepted for payment
are to be issued in the name of are to be sent to someone other
someone other than the than the undersigned or to the
undersigned or if Shares undersigned at an address other
tendered by book-entry transfer than that shown above.
which are not accepted for
payment are to be returned by Mail[_] check
credit to an account maintained [_] certificate(s) to:
at the Book-Entry Transfer
Facility other than that Name ____________________________
designated above. (Please Print)
Issue[_] check Address _________________________
[_] certificate(s) to:
_________________________________
Name ____________________________ (Include Zip Code)
(Please Print)
_________________________________
Address _________________________ (Tax I.D. or Social Security
No.)
_________________________________ (See Substitute Form W-9)
(Include Zip Code)
_________________________________
(Tax I.D. or Social Security
No.)
(See Substitute Form W-9)
Credit Shares tendered by book-
entry transfer that are not
accepted for payment to DTC to
the account set forth below
_________________________________
(DTC Account No.)
_________________________________
_________________________________
_________________________________
SIGN HERE
(and Complete Substitute Form W-9)
___________________________________________________________________________
___________________________________________________________________________
(Signature(s) of Stockholder(s))
Date: ______________________________________________________________ , 2001
(Must be signed by the registered holder(s) exactly as name(s) appear(s)
on Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by Share Certificates and
documents transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.)
Name(s): __________________________________________________________________
(Please Print)
Capacity (full title): ____________________________________________________
Address: __________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: ___________________________________________
Tax Identification or Social Security No.: ________________________________
(See Substitute Form W-9)
Guarantee of Signature(s)
(See Instructions 1 and 5)
Authorized Signature: _____________________________________________________
Name: _____________________________________________________________________
(Please Print)
Name of Firm: _____________________________________________________________
Address: __________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: ___________________________________________
Dated: _____________________________________________________________ , 2001
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Shares (which term, for purposes of this document,
shall 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 holder(s) has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions," or
(b) if such Shares are tendered for the account of a firm which is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of a recognized Medallion Program approved by the
Securities Transfer Association Inc., including the Securities Transfer Agents
Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the
New York Stock Exchange Medallion Signature Program (MSP) or any other
"eligible guarantor institution" (as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended) (each of the foregoing, an
"Eligible Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of
this Letter of Transmittal.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders either if Share Certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if tenders are to be made pursuant to
the procedure for tender by book-entry transfer set forth in Section 3 of the
Offer to Purchase. Share Certificates evidencing tendered Shares, or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of Shares
into the Depositary's account at the Book-Entry Transfer Facility, as well as
this Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, 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. Stockholders
whose Share Certificates are not immediately available or who cannot deliver
their Share Certificates and all other required documents to the Depositary on
or prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis may tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. Pursuant to such procedure: (a) such tender must be made by or
through an Eligible Institution; (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form made available by the
Purchaser, must be received by the Depositary on or prior to the Expiration
Date; and (c) the Share Certificates (or a Book-Entry Confirmation)
representing all tendered Shares in proper form for transfer, in each case,
together with this Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees (or, in the
case of a book-entry delivery, an Agent's Message) and any other documents
required by this Letter of Transmittal, must be received by the Depositary
within three Nasdaq National Market trading days after the date of execution of
such Notice of Guaranteed Delivery. If Share Certificates are forwarded
separately in multiple deliveries to the Depositary, a properly completed and
duly executed Letter of Transmittal (or a facsimile thereof) must accompany
each such delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF 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.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal (or a 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 Share
Certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.
4. Partial Tenders. (Not Applicable to Book-Entry Stockholders) If fewer
than all the Shares evidenced by any Share Certificate submitted are to be
tendered, fill in the number of Shares which are to be tendered in the box
entitled "Number of Shares Tendered" in the "Description of Shares Tendered."
In such cases, new Share Certificates for the Shares that were evidenced by
your old Share Certificates, but were not tendered by you, will be sent to you,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the Expiration Date. All Shares represented by
Share 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 holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Share Certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any of
the tendered Shares are registered in different names on several Share
Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of Share
Certificates.
If this Letter of Transmittal or any Share Certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment is to be made to or Share
Certificates for Shares not tendered or not purchased are to be issued in the
name of a person other than the registered holder(s). In such latter case,
signatures on such Share Certificates or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Share Certificate(s) listed, the Share
Certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear on
the Share Certificate(s). Signatures on such certificates or stock powers must
be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
the Purchaser will pay any stock transfer taxes with respect to the transfer
and sale of Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if Share Certificate(s) for
Shares not tendered or accepted for payment are to be registered in the name
of, any person other than the registered holder(s), or if tendered Share
Certificate(s) are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s) or such 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 an exemption
therefrom, is submitted.
Except as otherwise provided in this Instruction 6, it will not be necessary
for transfer tax stamps to be affixed to the Share Certificate(s) listed in
this Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or Share Certificates for Shares not tendered or not accepted
for payment are to be issued or returned to, a person other than the signer of
this Letter of Transmittal or if a check and/or such Share Certificates are to
be returned to a
person other than the person(s) signing this Letter of Transmittal or to an
address other than that shown in this Letter of Transmittal, the appropriate
boxes on this Letter of Transmittal must be completed. A Book-Entry Stockholder
may request that Shares not accepted for payment be credited to such account
maintained at the Book-Entry Transfer Facility as such Book-Entry Stockholder
may designate under "Special Payment Instructions." If no such instructions are
given, such Shares not accepted for payment will be returned by crediting the
account at the Book-Entry Transfer Facility designated above.
8. Waiver of Conditions. Subject to the terms and conditions of the Merger
Agreement (as defined in the Offer to Purchase), the conditions of the Offer
(other than the Minimum Condition, as defined in the Offer to Purchase) may be
waived by the Purchaser in whole or in part at any time and from time to time
in its sole discretion.
9. 31% Backup Withholding; Substitute Form W-9. Each tendering stockholder
is required to provide the Depositary with a correct Taxpayer Identification
Number ("TIN") on the Substitute Form W-9 which is provided under "Important
Tax Information" below, and to certify, under penalties of perjury, (1) that
such number is correct, (2) that such stockholder is not subject to backup
withholding of federal income tax and (3) that such stockholder is a U.S.
person. If a tendering stockholder has been notified by the Internal Revenue
Service that such stockholder is subject to backup withholding, such
stockholder must cross out item (2) of the Certification box of the Substitute
Form W-9, unless such stockholder has since been notified by the Internal
Revenue Service that such stockholder is no longer subject to backup
withholding. Failure to provide the requisite information on the Substitute
Form W-9 may subject the tendering stockholder to a $50 penalty imposed by the
Internal Revenue Service and to 31% U.S. federal income tax withholding on the
payment of the purchase price of all Shares purchased from such stockholder. If
the tendering stockholder has not been issued a TIN and has applied for one or
intends to apply for one in the near future, such stockholder should write
"Applied For" in the space provided for the TIN in Part I of the Substitute
Form W-9, and sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I
and the Depositary is not provided with a TIN by the time of the payment of
purchase price to the tendering stockholder pursuant to the Offer, the
Depositary will withhold 31% on such payment. Each foreign stockholder must
complete and submit an appropriate Form W-8 in order to be exempt from the 31%
federal income tax backup withholding due on payments with respect to the
Shares.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments to be made to the stockholder. Backup withholding is not an
additional tax. Rather, the 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 by filing a tax
return with the Internal Revenue Service. The Depositary cannot refund amounts
withheld by reason of backup withholding.
10. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Information Agent at its address and
telephone number set forth below. Additional copies of the Offer to Purchase,
this Letter of Transmittal and the Notice of Guaranteed Delivery also may be
obtained from the Information Agent or from brokers, dealers, commercial banks
or trust companies.
11. Lost, Destroyed or Stolen Certificates. If any Share Certificate has
been lost, destroyed or stolen, the stockholder should promptly notify the
Depositary. The stockholder then will be instructed as to the steps that must
be taken in order to replace the Share Certificate. This Letter of Transmittal
and related documents cannot be processed until the procedures for replacing
lost or destroyed Share Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER WITH
SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER OR THE
NOTICE OF GUARANTEED DELIVERY, AND ALL 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 stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is
an individual, the TIN is his or her social security number. If a tendering
stockholder is subject to backup withholding, such stockholder must cross out
item (2) of the Certification box on the Substitute Form W-9. If the Depositary
is not provided with the correct TIN, the stockholder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, payments that are
made to such stockholder with respect to Shares purchased pursuant to the Offer
may be subject to backup withholding.
Certain stockholders (including, among others, certain corporations and
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that stockholder must submit an appropriate Form W-8 certifying to
that individual's foreign status. Appropriate Forms W-8 can be obtained from
the Depositary. An exempt stockholder, other than a foreign individual, should
furnish its TIN, write "Exempt" on the face of the Substitute Form W-9 below,
and sign, date and return the Substitute Form W-9 to 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 payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
Purpose of Substitute Form W-9. To prevent backup withholding on payments
that are made to a stockholder with respect to Shares purchased pursuant to the
Offer, the stockholder is required to notify the Depositary of such
stockholder's correct TIN by completing the Substitute Form W-9 contained
herein and certifying that the TIN provided on such form is correct (or that
such stockholder is awaiting a TIN).
What Number to Give The Depositary. The stockholder is required to give the
Depositary the social security number or employer identification number of the
record owner of the Shares. If the Shares are in more than one name or are not
in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report. If the 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, such stockholder should write "Applied For" in the
space provided for in the TIN in Part I, and sign and date the Substitute Form
W-9. If "Applied For" is written in Part I and the Depositary is not provided
with a TIN by the time of payment, the Depositary will withhold 31% on all
payments of the purchase price, but if a certified TIN is provided within 60
days, such amounts will be refunded.
PAYER'S NAME: SunTrust Bank, as Depositary
Part I: PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND -----------------
SUBSTITUTE CERTIFY BY SIGNING AND DATING Social security
Form W-9 BELOW number
OR
-----------------
Employer
identification
number
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Request for Taxpayer Part II: For U.S. Payees Exempt from Backup
Identification Number Withholding (write "Exempt" in this space): ________
and Certification
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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 failure to report all
interest or dividends, or (c) the IRS has
notified me that I am no longer subject to
backup withholding, and
3. I am a U.S. person (including a U.S. resident
alien).
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 you
have failed to report all interest or dividends on
your tax return. However, if after being notified
by the IRS that you are subject to backup withhold-
ing you received another notification from the IRS
stating that you are no longer subject to backup
withholding, do not cross out item 2.
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Signature: ________________ Date: _, 2001
Name (Please Print):
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.
If you have applied for and are awaiting a TIN, you must write "Applied For"
in the space for the TIN in Part I above and complete the following
certificate.
Certificate of Awaiting Taxpayer Identification Number
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (2) I intend to mail or deliver an application in
the near future. I understand that if do not provide my taxpayer
identification number within sixty (60) days, 31% of all reportable
payments made to me thereafter will be withheld and remitted to the
Internal Revenue Service until I provide a taxpayer identification number.
Signature: _______________________________ Date: ________________ , 2001
Name: ____________________________________
(please print)
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Bankers and Brokers Call Collect (212) 269-5550
All Others Call Toll Free (800) 207-2872
May 22, 2001