Letter of Transmittal
To Tender Common Shares
(Including Common Shares Issuable Upon Exercise of Options)
of
HAWKER PACIFIC AEROSPACE
Pursuant to the Offer to Purchase Dated March 11, 2002
by
LHT ACQUISITION CORPORATION,
a wholly-owned subsidiary of
LUFTHANSA TECHNIK AG
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 5, 2002, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
U.S. Stock Transfer Corporation
By Mail: 1745 Gardena By Facsimile
Avenue Glendale, Transmission: (818) By Hand or by Overnight Courier: 1745
California 91204-2991 502-1737 Confirm by Gardena Avenue Glendale,
U.S.A. Telephone: (818) 502-1404 California 91204-2991
U.S.A.
Delivery of this Letter of Transmittal 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. Deliveries to the
Purchaser or Parent will not be forwarded to the depositary and therefore will
not constitute valid delivery. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the depositary.
This Letter of Transmittal is addressed only to persons to whom it may be
lawfully made.
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter Transmittal is completed.
DESCRIPTION OF COMMON SHARES TENDERED
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Share Certificate(s) and Common Share(s) Tendered
(Attach additional list, if necessary)
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Total Number of
Name(s) and Address(es) of Registered Holder(s) Common Shares
(Please fill in exactly as name(s) Share Certificate Evidenced by Number of Common
appear(s) on certificate(s)) Number(s)* Share Certificate(s) Shares Tendered**
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Total Shares
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* Need not be completed by shareholders delivering common shares by
book-entry transfer or in accordance with DTC's ATOP procedures for
transfers.
** Unless otherwise indicated, it will be assumed that all common shares
evidenced by each Share Certificate delivered to the depositary are
being tendered hereby. See Instruction 4.
[_] Check here if certificates have been lost, destroyed or stolen. See
Instruction 11.
This Letter of Transmittal is to be completed by shareholders if
certificates evidencing common shares of Hawker Pacific Aerospace are to be
forwarded herewith or if delivery of common shares is to be made by book-entry
transfer to the depositary's account at the Depository Trust Company ("DTC" or
the "Book-Entry Transfer Facility") pursuant to the book-entry transfer
procedure described in Section 10 of the Offer to Purchase. Holders who are
participants in the book-entry facility system of DTC may execute their tender
through the Automated Tender Offer Program ("ATOP") of DTC as set forth in
Section 10 of the Offer to Purchase.
Holders of common shares whose certificates evidencing common shares (the
"Share Certificates") are not immediately available or who cannot deliver their
Share Certificates and all other documents required hereby to the depositary
prior to the expiration date (the "Expiration Date," which shall mean 12:00
midnight, New York City time, on Friday, April 5, 2002, unless the Offer is
extended, in which event the term shall mean the latest time and date at which
the offer (not including any subsequent offering period), as so extended, will
expire) or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis and who wish to tender their common shares must do
so pursuant to the guaranteed delivery procedure described in Section 10 of the
Offer to Purchase. See Instruction 2.
[_] Check here if common shares are being delivered by book-entry transfer to
the depositary's account at the Book-Entry Transfer Facility and complete
the following (only participants in the Book-Entry Transfer Facility may
deliver common shares by book-entry transfer):
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[_] Check here if common shares are being tendered pursuant to a Notice of
Guaranteed Delivery previously sent to the depositary and complete the
following. Please enclose a photocopy of such Notice of Guaranteed Delivery:
Name(s) of Registered Holder(s):
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Window Ticket No. (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
---------------------------------------------
If delivery is by book-entry transfer:
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Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the Share Certificates. The
Share Certificates and the number of common shares that the undersigned wishes
to transfer should be indicated in the appropriate boxes.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to LHT Acquisition Corporation, a Delaware
corporation (the "Purchaser") and a wholly-owned subsidiary of Lufthansa
Technik AG, a corporation organized under the laws of the Federal Republic of
Germany ("Parent"), the above-described common shares of Hawker Pacific
Aerospace, a California corporation (the "Company"), pursuant to the
Purchaser's offer to purchase all issued and outstanding shares of common
stock, no par value, of the Company and common shares issuable upon the
exercise of options to purchase common shares at a price of $3.25 per share
(the "Offer Price"), in cash, without interest thereon, less any required
withholding taxes, on the terms and subject to the conditions set forth in the
Offer to Purchase, dated March 11, 2002 (the "Offer to Purchase"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"). Holders of options
having exercise prices under the Company's stock option plan or management
stock option agreements of less than the Offer Price ($3.25 per share) (the
"Option Shares") will have the opportunity to exercise their options
conditionally, so that their exercise will only take effect if the Purchaser
accepts their Option Shares for payment. The Purchaser is offering to pay to
the holders of such options the Offer Price less the per share exercise price
and any required withholding taxes for each Option Share purchased in the
offer. The Purchaser intends to accept for purchase the common shares tendered
pursuant to the Offer only if they are free and clear of all encumbrances,
liens, restrictions, charges or other third party rights and with all existing
and future rights attaching to them. The undersigned understands that the
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to Parent or one or more of Parent's direct or indirect
wholly-owned subsidiaries, the right to purchase all or any portion of the
common shares tendered pursuant to the Offer. Unless the context indicates
otherwise, as used herein, "Shareholders" shall mean holders of common shares.
Subject to, and effective upon, acceptance for payment of the common shares
tendered herewith, in accordance with the terms and subject to the conditions
of the Offer (including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or to the order of, the Purchaser, all right, title
and interest in and to all the common shares that are being tendered hereby and
all dividends, distributions (including, without limitation, distributions of
additional common shares) and rights declared, paid or distributed in respect
of such common shares on or after March 11, 2002 (collectively,
"Distributions"), and irrevocably appoints the depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such common
shares and all Distributions, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(1) deliver Share Certificates evidencing such common shares and all
Distributions, or transfer ownership of such common shares and all
Distributions on the account books maintained by the Book-Entry Transfer
Facility, together, in either case, with all accompanying evidences of transfer
and authenticity, to or to the order of the Purchaser upon receipt by the
depositary, as the undersigned's agent, of the Offer Price (as adjusted, if
appropriate, as provided in the Offer to Purchase), (2) present certificates
evidencing such common shares and all Distributions, and execute and present
stock powers in respect of such common shares for transfer on the register of
members of the Company and (3) receive all benefits and otherwise exercise all
rights of beneficial ownership of such common shares and all Distributions, all
in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints designees of the Purchaser as attorneys and proxies of the
undersigned, each with full power of substitution, to the full extent of the
undersigned's rights with respect to the common shares tendered by the
undersigned and accepted for payment by the Purchaser and any and all
Distributions. All such powers of attorney and proxies shall be considered
coupled with an interest in the tendered common shares. This appointment will
be effective if, when, and only to the extent that the Purchaser accepts such
common shares for payment pursuant to the Offer. Upon such acceptance for
payment, all prior proxies given by the undersigned with respect to such common
shares (and
3
such other common shares and securities) will, without further action, be
revoked, and no subsequent powers of attorney, proxies, consents or revocation
may be given (and, if given or executed, will not be deemed to be effective)
with respect thereto. The designees of the Purchaser will, with respect to the
common shares and other securities and rights for which the appointment is
effective, be empowered to exercise all voting and other rights of the
undersigned as they in their sole discretion may deem proper at any annual or
special meeting of the shareholders of the Company or any adjournment or
postponement thereof or otherwise. The Purchaser reserves the right to require
that, in order for common shares to be deemed validly tendered, immediately
upon the Purchaser's acceptance for payment of such common shares, the
Purchaser must be able to exercise full voting rights and other rights of a
record and beneficial holder with respect to such common shares, including
voting at any meeting of shareholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the common shares
tendered hereby and all Distributions, and that when such common shares are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges and encumbrances, and that none of
such common shares and Distributions will be subject to any adverse claim. The
undersigned, upon request, shall execute and deliver all additional documents
deemed by the depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the common shares tendered hereby
and all Distributions. In addition, the undersigned shall remit and transfer
promptly to the depositary for the account of the Purchaser all Distributions
in respect of the common shares tendered hereby, accompanied by appropriate
documentation of transfer, and, pending such remittance and transfer or
appropriate assurance thereof, the Purchaser shall be entitled to all rights
and privileges as owner of each such Distribution and may withhold the entire
Offer Price of the common shares tendered hereby or deduct from such Offer
Price, the amount or value of such Distribution as determined by the Purchaser
in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as otherwise stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of common shares pursuant to any
one of the procedures described in Section 10 of the Offer to Purchase and in
the instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer. The Purchaser's acceptance of such common
shares for payment will constitute a binding agreement between the undersigned
and the Purchaser upon the terms and subject to the conditions of the Offer,
including, without limitation, the undersigned's representation and warranty
that the undersigned owns the common shares being tendered.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the Offer Price for all common shares
purchased, and return all Share Certificates evidencing common shares not
purchased or not tendered, in the name(s) of the registered holder(s) appearing
above under "Description of Common Shares Tendered." Similarly, unless
otherwise indicated in the box entitled "Special Delivery Instructions," please
mail the check for the Offer Price for all common shares purchased and all
Share Certificates evidencing common shares not tendered or not purchased (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under "Description of Common Shares Tendered." In the
event that the boxes entitled "Special Payment Instructions" and "Special
Delivery Instructions" are both completed, please issue the check for the Offer
Price for all common shares purchased and return all Share Certificates
evidencing common shares not purchased or not tendered in the name(s) of, and
mail such check and Share Certificates to, the person(s) so indicated.
Shareholders tendering common shares by book-entry transfer may request that
any common shares not accepted for payment be returned by crediting such
shareholder's account maintained at the Book-Entry Transfer Facility. The
undersigned recognizes that the Purchaser has no obligation, pursuant to the
Special Payment Instructions, to transfer any common shares from the name of
the registered holder(s) thereof if the Purchaser does not purchase any of the
common shares tendered hereby.
4
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 and 7)
To be completed only if the check for the Offer Price of common shares
purchased or Share Certificates evidencing common shares not tendered or not
purchased are to be issued in the name of someone other than the undersigned.
Issue: [_] Check [_] Share Certificate(s)
to:
Name:
-------------------------
(please print)
Address:
---------------------
----------------------------------
(Zip or Post Code) (Country)
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Taxpayer Identification or Social Security Number (see substitute Form W-9 or
W-8BEN included herein)
5
SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed only if the check for the Offer Price of common shares
purchased or Share Certificates evidencing common shares not tendered or not
purchased are to be mailed to someone other than the undersigned, or to the
undersigned at an address other than that shown under "Description of Common
Shares Tendered."
Issue: [_] Check [_] Share Certificate(s)
to:
Name:
------------------------
(please print)
Address:
---------------------
----------------------------------
(Zip or Post Code) (Country)
----------------------------------
Taxpayer Identification or Social Security Number (see substitute Form W-9 or
W-8BEN included herein)
IMPORTANT
SHAREHOLDERS: SIGN HERE
(Also please complete substitute Form W-9 or W-8BEN included herein)
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Signature(s) of shareholder(s)
Dated:________________________________________________________ , 2002
(Must be signed by (1) registered holder(s) exactly as name(s) appear(s) on
Share Certificates or on a security position listing, or (2) by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
a fiduciary or representative capacity, please provide the following
information. See Instruction 5.)
Name(s): ______________________________________________________________________
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(please print)
Capacity (Full Title): ________________________________________________________
Address: ______________________________________________________________________
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(Zip or Post Code) (Country)
Area Code and Telephone No.: __________________________________________________
Taxpayer Identification or Social Security No.: _______________________________
(see substitute Form W-9 or W-8BEN included
herein)
IMPORTANT
GUARANTEE OF SIGNATURE(S)
(if required--See Instructions 1 and 5)
For use by Financial Institutions only. Place Medallion Guarantee in space
below.
Authorized Signature: _________________________________________________________
Name: _________________________________________________________________________
Name of Firm: _________________________________________________________________
(please print)
Address: ______________________________________________________________________
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(Zip or Post Code) (Country)
Area Code and Telephone Number: _______________________________________________
Dated:_____________________________________________________________, 2002
Medallion Guarantee:
6
INSTRUCTIONS
(FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER)
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm that is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or by a financial institution (including most commercial banks, savings and
loan associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, or a bank, broker, dealer, credit union,
savings association or other entity which is an "Eligible guarantor
institution" as such term is used in Rule 17Ad-15 under the Securities Exchange
Act of 1934 (each such institution, an "Eligible Institution"), unless (1) this
Letter of Transmittal is signed by the registered holder(s) of the common
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 common shares) tendered hereby and
such holder(s) has (have) completed neither the box entitled "Special Payment
Instructions" nor the box entitled "Special Delivery Instructions" included
herein or (2) such common shares are tendered for the account of an Eligible
Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates. This Letter
of Transmittal is to be used either if Share Certificates are to be forwarded
with it or if common shares are to be tendered by book-entry transfer pursuant
to the procedure set forth in Section 10 of the Offer to Purchase. The Letter
of Transmittal (or facsimile thereof) is to be properly completed and duly
executed with all required signature guarantees, or an Agent's Message (as
defined in Section 10 of the Offer to Purchase) in connection with a book-entry
transfer, accompanied by any other documents required by this Letter of
Transmittal. Share Certificates evidencing all physically tendered common
shares, or a confirmation of a book-entry transfer into the depositary's
account at the Book-Entry Transfer Facility of all common shares delivered by
book-entry transfer, as well as the Letter of Transmittal and any other
documents required by this Letter of Transmittal, must be received by the
depositary at one of its addresses set forth on the reverse hereof prior to the
Expiration Date. If Share Certificates are forwarded to the depositary in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery. Shareholders whose Share
Certificates are not immediately available, who cannot deliver their Share
Certificates and all other required documents to the depositary prior to the
Expiration Date or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis may tender their common shares pursuant to the
guaranteed delivery procedure described in Section 10 of the Offer to Purchase.
Pursuant to such procedure: (1) such tender must be made by or through an
Eligible Institution; (2) a properly completed and duly executed Notice of
Guaranteed Delivery, in the form made available by the Purchaser (or a
facsimile thereof), must be received by the depositary prior to the Expiration
Date; and (3) the Share Certificates evidencing all physically delivered common
shares in proper form for transfer by delivery, or a confirmation of a
book-entry transfer into the depositary's account at the Book-Entry Transfer
Facility of all common shares delivered by book-entry transfer, in each case
together with a Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees, 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, all as described in Section 10
of the Offer to Purchase. A "trading day" is any day on which the Nasdaq
National Market is open for business.
Participants in DTC may tender their common shares in accordance with DTC's
Automated Tender Offer Program, to the extent it is available to such
participants for the common shares they wish to tender. A shareholder tendering
through the Automated Tender Offer Program ("ATOP") must expressly acknowledge
that the shareholder has received and agreed to be bound by the Letter of
Transmittal and that the Letter of Transmittal may be enforced against such
shareholder.
If the tender is not made through ATOP, certificates, as well as this Letter
of Transmittal (or facsimile thereof), properly completed and duly executed,
with any required signature guarantees, and any other documents required by
this Letter of Transmittal, must be received by the depositary at its address
set forth herein on or prior to the Expiration Date to be effective.
7
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 shareholder, and
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.
Except as expressly provided in documents provided to holders of options to
purchase common shares, no alternative, conditional or contingent tenders will
be accepted. By execution of this Letter of Transmittal (or a facsimile
hereof), all tendering shareholders waive any right to receive any notice of
the acceptance of their common shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Common Shares Tendered" is inadequate, the Share Certificate numbers, the
number of common shares evidenced by such Share Certificates and the number of
common shares tendered should be listed on a separate signed schedule and
attached hereto.
4. Partial Tenders (Not applicable to shareholders who tender by book-entry
transfer). If fewer than all the common shares evidenced by any Share
Certificate delivered to the depositary herewith are to be tendered hereby,
fill in the number of common shares that are to be tendered in the column
entitled "Number of Shares Tendered." In such cases, new Share Certificate(s)
evidencing the remainder of the common shares that were evidenced by the Share
Certificates delivered to the depositary herewith will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the box
entitled "Special Delivery Instructions" included herein, as soon as
practicable after the expiration or termination of the Offer. All common shares
evidenced 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 common
shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Share Certificates evidencing such common shares
without alteration, enlargement or any other change whatsoever.
If any of the common shares tendered hereby are owned of record by two or
more persons, all such persons must sign this Letter of Transmittal.
If any of the common shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
common shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
common shares tendered hereby, no endorsements of Share Certificates or
separate stock powers are required, unless payment is to be made to, or Share
Certificates evidencing common shares not tendered or not purchased are to be
issued in the name of, a person other than the registered holder(s), in which
case, the Share Certificate(s) evidencing the common shares tendered hereby
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on such
Share Certificate(s). Signatures on such Share Certificate(s) and 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 common shares tendered hereby, the Share
Certificate(s) evidencing the common shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.
8
If this Letter of Transmittal or any Share Certificate or stock powers is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
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 the Purchaser of such person's authority so to
act must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, the Purchaser will pay stock transfer taxes with respect to the sale and
transfer of any common shares to it or its order pursuant to the Offer. If,
however, payment of the Offer Price for any common shares purchased is to be
made to, or Share Certificate(s) evidencing common shares not tendered or not
purchased are to be issued in the name of, a person other than the registered
holder(s), the amount of any stock transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) payable on account of the
transfer to such other person will be deducted from the Offer Price for such
common shares purchased, unless evidence satisfactory to the Purchaser of the
payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificates evidencing the
common shares tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the Offer
Price for any common shares tendered hereby is to be issued, or Share
Certificate(s) evidencing common shares not tendered or not purchased are to be
issued, in the name of a person other than the person(s) signing this Letter of
Transmittal or if such check or any such Share Certificate is to be sent to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal but at an address other than that
shown in the box entitled "Description of Common Shares Tendered" included
herein, the appropriate boxes included in this Letter of Transmittal must be
completed.
8. Waiver of Conditions. The conditions to the Offer may be waived by the
Purchaser in whole or in part at any time and from time to time in its sole
discretion.
9. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the information agent at the
address and telephone number set forth below. Additional copies of the Offer to
Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be obtained from the information agent.
10. U.S. Backup Withholding. In order to avoid backup withholding of U.S.
federal income tax on payments received upon the surrender of the common shares
pursuant to the Offer, a shareholder must either (1) provide the depositary
with his or her correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9 provided with this Letter of Transmittal and certify, under penalties
of perjury, that such number is correct and that he or she is not subject to
backup withholding or (2) establish another basis for exemption from
withholding. If the correct TIN is not provided, a $50 penalty may be imposed
by the United States Internal Revenue Service ("IRS") and payments made in
exchange for the surrendered common shares may be subject to backup
withholding. If backup withholding applies or if a shareholder fails to provide
the required information, the depositary is required to withhold, at a rate of
30%, a portion of any payment made pursuant to the Offer. Backup withholding is
not an additional U.S. federal income tax. Rather, the U.S. federal income tax
liability of persons subject to backup withholding will be reduced by the
amount of such tax withheld. If backup withholding results in an overpayment of
taxes, a refund may be applied for from the IRS.
The box in Part I of Substitute Form W-9 should be checked if the
shareholder has not been issued a TIN and has either applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part I of
Substitute Form W-9 is checked, the shareholder should also sign the attached
Certification of Awaiting Taxpayer Identification Number. If the depositary is
not provided with a TIN within 60 days thereafter, the depositary will
withhold, at a rate of 30%, a portion of all payments made to the holder until
a TIN is provided to the depositary.
9
For additional guidance, see the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.
Exempt persons (including, among others, corporations and some non-U.S.
individuals) are generally not subject to backup withholding. To prevent backup
withholding, a non-U.S. holder who is the beneficial owner of common shares or
holds the common shares directly must certify, under penalties of perjury, that
it is not a U.S. person and provide certain other information on a properly
executed Form W-8BEN, a copy of which is included herein. If a beneficial owner
holds common shares through a securities clearing organization, bank or other
financial institution that holds customer securities in the ordinary course of
its trade or business and that holds the common shares in such capacity, then
such financial institution must certify, under penalties of perjury, that such
statement has been received from the beneficial owner by it and furnish the
payer with a copy thereof. If a non-U.S. beneficial owner holds the common
shares through certain other foreign intermediaries or partnerships, then the
beneficial owner may be required to provide a Form W-8BEN to such foreign
intermediary or partnership, and the foreign intermediary or partnership may be
required to provide the depositary with a Form W-8IMY.
For additional guidance, see the enclosed Guidelines for Certification of
Foreign Status of Beneficial Owner for United States Tax Withholding on Form
W-8BEN.
Holders of common shares should consult their tax advisors as to their
qualification for an exemption from backup withholding and the procedure for
obtaining such exemption.
11. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing common shares have been lost, destroyed or stolen, the shareholder
should promptly notify the depositary. The shareholder will then be instructed
as to the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or stolen certificates have been followed.
IMPORTANT: This Letter of Transmittal (or facsimile hereof), properly
completed and duly executed (together with any required signature guarantees
and Share Certificates or confirmation of book-entry transfer and all other
required documents) or a properly completed and duly executed Notice of
Guaranteed Delivery must be received by the depositary prior to the Expiration
Date.
10
TO BE COMPLETED BY ALL OPTION HOLDERS WHO ARE U.S. PERSONS ONLY
PAYER'S NAME: U.S. Stock Transfer Corporation
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN Social Security Number
Form W-9 IN THE BOX AT RIGHT AND CERTIFY __________-__-
Department of the Treasury BY SIGNING AND DATING BELOW: or Employer Identification Number
Internal Revenue Service ______-______________
If you are awaiting TIN, check box: [_]
Payer's Request for Taxpayer ------------------------------------------------------------------------------------------
Identification Number PART 2 -- If you are exempt from backup PART 3 -- Check appropriate box:
(''TIN'') and Certification withholding, please check the box: [_] [ ] Individual/Sole Proprietor
[_] Corporation
[_] Partnership
[_] Other:_____________________________
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PART 4 -- 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 (i) I am exempt from backup withholding, (ii) I have not been notified by the
Internal Revenue Service (the ''IRS'') that I am subject to backup withholding as a result of a failure to report all
interest and dividends, or (iii) 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).
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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 under-reporting 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 certification from the IRS that you are no longer subject to
backup withholding, do not cross out such Item (2).
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Signature: __________________________________________ Dated:______________________________________________________________ , 2002
Name (Please Print):
Address:
City, State and Zip Code:__________________________________________________________________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING AT A RATE OF 30% 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.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 1 OF THE SUBSTITUTE FORM W-9.
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 I do not provide a taxpayer identification number by the
time of payment, a portion of all reportable payments made to me will be
withheld, at a rate of 30%, until I provide a taxpayer identification number.
Signature: __________________________________ Date:____________, 2002
11
Form W-8BEN Certificate of Foreign Status of Beneficial Owner
(Rev. December 2000) for United States Tax Withholding
Department of the Treasury - Section references are to the Internal Revenue Code. OMB No. 1545-1621
Internal Revenue Service
- See separate instructions.
- Give this form to the withholding agent or payer.
Do not send to the IRS.
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Do not use this form for: Instead, use Form:
o A U.S. citizen or other U.S. person, including a resident alien individual ................................................ W-9
o A person claiming an exemption from U.S. withholding on income effectively
connected with the conduct of a trade or business in the United States ................................................. W-8ECI
o A foreign partnership, a foreign simple trust, or a foreign grantor trust
(see instructions for exceptions) ............................................................................ W-8ECI or W-8IMY
o A foreign government, international organization, foreign central bank
of issue, foreign tax-exempt organization, foreign private foundation,
or government of a U.S. possession that received effectively connected
income or that is claiming the applicability of section(s) 115(2),
501(c), 892, 895, or 1443(b) (see instructions) .............................................................. W-8ECI or W-8EXP
Note: These entities should use Form W-8BEN if they are claiming treaty benefits
or are providing the form only to claim they are a foreign person exempt from
backup withholding.
o A person acting as an intermediary ..................................................................................... W-8IMY
Note: See instructions for additional exceptions.
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Part I Identification of Beneficial Owner (See instructions.)
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1 Name of individual or organization that is the beneficial owner 2 Country of incorporation or organization
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3 Type of beneficial owner: [ ] Individual [ ] Corporation [ ] Disregarded entity [ ] Partnership
[ ] Simple Trust [ ] Grantor Trust [ ] Complex trust [ ] Estate [ ] Government
[ ] International [ ] Central bank [ ] Tax-exempt [ ] Private Foundation
organization of issue organization
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4 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.
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City or town, state or province. Include postal code appropriate. Country (do not abbreviate)
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5 Mailing address (if different from above)
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City or town, state or province. Include postal code where appropriate. Country (do not abbreviate)
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6 U.S. taxpayer identification number, if required (see instructions) 7 Foreign tax identifying number, if any (optional)
[ ] SSN or ITIN [ ] EIN
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8 Reference number(s) (see instructions)
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Part II Claim of Tax Treaty Benefits (if applicable)
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9 I certify that (check all that apply):
a [ ] The beneficial owner is a resident of _________________________ within the meaning of the income tax ttreaty between the
United States and that country.
b [ ] If required, the U.S. taxpayer identification number is stated on line 6 (see instructions).
c [ ] The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed,
and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions).
d [ ] The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or
interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions).
e [ ] The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b),
and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate,
$500,000.
10 Special rates and conditions (if applicable--see instructions): The beneficial owner is claiming the provisions of
Article _________ of the treaty identified on line 9a above to claim a ______% rate of withholding on (specify type
of income): _____________________________________________________.
Explain the reasons the beneficial owner meets the terms of the treaty article: ______________________________________________
______________________________________________________________________________________________________________________________.
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Part III Notional Principal Contracts
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11 [ ] I have provided or will provide a statement that identifies those notional principal contracts from which the income is not
effectively connected with the conduct of a trade or business in the United States. I agree to update this statement as
required.
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Part IV Certification
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Under penalties of perjury, I declare that I have examined the information on
this form and to the best of my knowledge and belief it is true, correct, and
complete. I further certify under penalties of perjury that:
o I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,
o The beneficial owner is not a U.S. person, o The income to which this form relates is not effectively connected with the conduct
of a trade or business in the United States or is effectively connected but is not subject to tax under an income tax treaty, and
o For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.
Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of
which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the
beneficial owner.
Sign Here ____________________________________________________ _________________ ________________________
Signature of beneficial owner (or individual Date (MM-DD-YYYY) Capacity in which acting
authorized to sign for beneficial owner)
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For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25047Z Form W-8BEN (Rev. 12-2000)
The Information Agent for the Offer Is:
D. F. King & Co., Inc.
North America Europe
77 Water Street No. 2 London Wall
New York, New York 10005 Buildings, Second Floor
U.S.A. London Wall
Banks and Brokers Call: London EC2M 5PP
(212) 269-5550 United Kingdom
All Others Call Toll Free: Call: +(44) 20 7920 9700
(800) 431-9646
March 11, 2002