EXHIBIT (a)(1)(ii)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
OF
WCI COMMUNITIES, INC
PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 23, 2007
BY
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
AND
HIGH RIVER LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MAY 18, 2007, UNLESS THE
OFFER IS EXTENDED (THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
American Stock Transfer & Trust Company
By Mail or Overnight By Facsimile Transmission By Hand:
Courier: (for eligible institutions
only):
- --------------------------------------------------------------------------------
American Stock Transfer American Stock Transfer American Stock Transfer
& Trust Company & Trust Company & Trust Company
Attn: Reorganization Attn: Reorganization Attn: Reorganization
Department Department Department
6201 15th Avenue Facsimile: 218-234-5001 59 Maiden Lane
Brooklyn, NY 11219 To Confirm: 1-877-248-6417 Plaza Level
New York, NY 10038
- --------------------------------------------------------------------------------
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSIONS OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN
AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND
COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE RIGHTS ARE PRESENTLY EVIDENCED BY THE CERTIFICATES FOR THE COMMON
STOCK. HOWEVER, IN THE FUTURE THE COMPANY MAY ISSUE SEPARATE CERTIFICATES
REPRESENTING THE RIGHTS. UNTIL SUCH TIME AS ANY SUCH CERTIFICATES ARE ISSUED, A
TENDER BY A STOCKHOLDER OF SUCH STOCKHOLDER'S SHARES OF COMMON STOCK WILL ALSO
CONSTITUTE A TENDER OF THE ASSOCIATED RIGHTS. AFTER SUCH TIME AS ANY SUCH
CERTIFICATES REPRESENTING RIGHTS ARE ISSUED, A STOCKHOLDER WILL ALSO BE REQUIRED
TO TENDER SUCH CERTIFICATES REPRESENTING THE ASSOCIATED RIGHTS IN CONNECTION
WITH A TENDER BY SUCH STOCKHOLDER OF SUCH STOCKHOLDER'S SHARES OF COMMON STOCK.
UNLESS THE CONTEXT REQUIRES OTHERWISE, ALL REFERENCES IN THIS LETTER OF
TRANSMITTAL TO "SHARES" SHALL INCLUDE THE ASSOCIATED RIGHTS.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
- --------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------
Name(s) and Address(es) of Share Certificate(s) Tendered
Registered Holder(s) (Attach Additional List, if Necessary
(Please Fill in Exactly as
Names(s) Appears on Share
Certificates(s)
- --------------------------------------------------------------------------------
Share Shares and Number of
Certificate Rights Shares and
Numbers)* Represented by Rights
Share Tendered**
Certificate(s)*
---------------- ---------------- ------------
---------------- ---------------- ------------
---------------- ---------------- ------------
---------------- ---------------- ------------
---------------- ---------------- ------------
---------------- ---------------- ------------
---------------- ---------------- ------------
---------------- ---------------- ------------
---------------- ---------------- ------------
---------------- ---------------- ------------
---------------- ---------------- ------------
---------------- ---------------- ------------
Total Shares ---------------- ------------
- --------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, all Shares represented by certificates delivered
to the Depositary will be deemed to have been tendered. See Instruction 4.
o CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN,
SEE INSTRUCTION 8.
- --------------------------------------------------------------------------------
This Letter of Transmittal is to be completed by stockholders either if
certificates representing Shares (as defined below) are to be forwarded herewith
or, unless an Agent's Message (as defined in Instruction 2) is utilized, if
delivery is to be made by book-entry transfer to the account maintained by the
Depositary at The Depository Trust Company ("DTC") pursuant to the procedures
set forth in Section 2 of the Offer to Purchase dated March 23, 2007 (the "Offer
to Purchase"). Stockholders whose certificates are not immediately available, or
who cannot deliver their certificates or confirmation of the book-entry transfer
of their Shares into the Depositary's account at DTC ("Book-Entry Confirmation")
and all other documents required hereby to the Depositary on or prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase), must tender
their Shares according to the guaranteed delivery procedures set forth in
Section 2 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO
DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY AT DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution _____________________________________________
Account Number _________________ Transaction Code Number __________________
o 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 Holders(s): _________________________________________
Window Ticket Number (if any): ____________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Institution that Guaranteed Delivery: _____________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Icahn Partners LP, a Delaware limited
partnership, Icahn Partners Master Fund LP, a Cayman Islands Exempted Limited
Partnership, Icahn Partners Master Fund II LP, a Cayman Islands Exempted Limited
Partnership, Icahn Partners Master Fund III LP, a Cayman Islands Exempted
Limited Partnership and High River Limited Partnership, a Delaware limited
partnership (collectively, the "Offeror") the above-described shares of common
stock, par value $.01 per share, including the associated rights to purchase
shares of preferred stock (collectively, the "Shares"), of WCI Communities, Inc
(the "Company"), pursuant to Offeror's offer to purchase any and all of the
outstanding Shares at a price of $22.00 per Share, net to the tendering
stockholder in cash, without interest, less the amount of any distribution per
each Share, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated March 23, 2007 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which, including any
amendments or supplements thereto collectively constitute the "Offer"). The
Offeror reserves the right to transfer or assign, in whole or from time to time
in part, to one or more of its affiliates or subsidiaries, the right to purchase
Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of and payment for
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 Offeror all right, title and interest in, to and
under all of the Shares that are being tendered hereby (and any and all other
Shares or other securities or rights issued or issuable in respect thereof on or
after March 23, 2007) and irrevocably appoints the Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to such Shares
(and any such other Shares or securities or rights), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) deliver certificates representing such
Shares(and any such other Shares or securities or rights), or transfer ownership
of such Shares (and any such other Shares or securities or rights) on the
account books maintained by DTC, together in either such case with all
accompanying evidences of transfer and authenticity, to or upon the order of
Offeror upon receipt by the Depositary, as the undersigned's agent, of the
purchase price (adjusted, if appropriate, as provided in the Offer to Purchase),
(b) present such Shares (and any such other Shares or securities or rights) for
registration and transfer on the books of the Company, and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any such other Shares or securities or rights), all in accordance
with the terms of the Offer.
The undersigned hereby irrevocably appoints the Offeror and any designee of
the Offeror, the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution and resubstitution, to vote in such manner as each
such attorney-in-fact and proxy or his substitute shall, in his sole discretion,
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 Offeror prior to the time of such vote or action (and any and all other
Shares or securities or rights issued or issuable in respect thereof on or after
March 23, 2007), which the undersigned is entitled to vote at any meeting of
stockholders (whether annual or special and whether or not an adjourned meeting)
of the Company, or by consent in lieu of any such meeting, or otherwise. This
proxy and power of attorney is coupled with an interest in the Shares tendered
hereby, is irrevocable, is granted inconsideration of, and is effective upon,
the acceptance for payment of such Shares (and any such other Shares or
securities or rights) by the Offeror in accordance with the terms of the Offer.
Such acceptance for payment shall revoke all prior proxies granted by the
undersigned at any time with respect to such Shares (and any such other Shares
or securities or rights) and no subsequent proxies will be given (and if given
will be deemed to be ineffective) with respect thereto by the undersigned. The
undersigned acknowledges that in order for Shares to be deemed validly tendered,
immediately upon the acceptance for payment of such Shares, the Offeror or the
Offeror's designee must be able to exercise full voting and other rights of a
record and beneficial holder with respect to such Shares.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any and all other Shares or securities or rights issued or
issuable in respect thereof on or after March 23, 2007), and that, when the same
are accepted for payment by the Offeror, the Offeror will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and the same will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Depositary or the Offeror to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby (and any such
other Shares or securities or rights).
No authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall be affected by, and all such authority shall survive, the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned. Except as stated in
the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 2 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Offeror upon the terms and subject to the conditions of the Offer. The
undersigned recognizes that, under certain circumstances set forth in the Offer
to Purchase, the Offeror 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 certificates
representing Shares not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any certificates
representing Shares not tendered or accepted for payment (and accompanying
documents, as appropriate) to the registered holder(s) appearing under
"Description of Shares Tendered" at the address shown below such registered
holder(s) name(s). In the event that either or both the Special Delivery
Instructions and the Special Payment Instructions are completed, please issue
the check for the purchase price and/or return any certificates representing
Shares not tendered or accepted for payment in the name(s) of, and deliver such
check and/or return such certificates to, the person or persons so indicated.
Stockholders tendering Shares by book-entry transfer may request that any Shares
not accepted for payment be returned by crediting such stockholder's account
maintained at DTC. The undersigned recognizes that the Offeror has no obligation
pursuant to the "Special Payment Instructions" to transfer any Shares from the
name of the registered holder(s) thereof if the Offeror does not accept for
payment any of the Shares so tendered hereby.
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 the check To be completed ONLY if the check for the
for the purchase price of Shares purchase price of Shares purchased (less
purchased (less the amount of any the amount of any federal income and
federal income and backup backup withholding tax required to be
withholding tax required to be withheld) or certificates for Shares not
withheld) or certificates for tendered or not purchased are to be
Shares not tendered or not purchased mailed to someone other than the under-
are to be issued in the name of signed at an address other than that
someone other than the undersigned. shown below the undersigned's signature(s).
Issue: o check Mail: o check
o certificate(s) to: o certificate(s) to:
Name: ______________________________ Name: _____________________________________
(PLEASE PRINT) (PLEASE PRINT)
Address: ___________________________ Address: __________________________________
____________________________________ ___________________________________________
____________________________________ ___________________________________________
(ZIP CODE) (ZIP CODE)
____________________________________ ___________________________________________
(TAXPAYER IDENTIFICATION NO.) (TAXPAYER IDENTIFICATION NO.)
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
SIGNATURE(S) OF OWNERS
Dated ____________________________________, 2007
Name(s)_________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title) __________________________________________________________
Address_________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ____________________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s), or certificate(s), if any, representing Rights, 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 a trustee,
executor, administrator, guardian, attorney-in-fact, agent, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth full title and see Instruction 5.)
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(s) ________________________________________________________
Name____________________________________________________________________________
Name of Firm____________________________________________________________________
Address_________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ____________________________________
Dated ____________________________________, 2007
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 (i) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of this document,
shall include any participant in DTC whose name appears on a security position
listing as the owner of Shares) tendered herewith, unless such holder has
completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions" on this Letter of Transmittal, or (ii)
if such Shares are tendered for the account of a firm that is a member in good
standing of the Security Transfer Agent's Medallion Program, the New York Stock
Exchange Medallion Signature Program or the Stock Exchange Medallion Program
(each being hereinafter referred to as an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by stockholders either if certificates
representing Shares are to be forwarded herewith to the Depositary or, unless an
Agent's Message (as defined below) is utilized, if tenders of Shares are to be
made pursuant to the procedures for delivery by book-entry transfer set forth in
Section 2 of the Offer to Purchase. Certificates representing all physically
tendered Shares, or any book-entry confirmation of Shares, as the case may be,
together with a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees, (or, in connection
with a book-entry transfer, an Agent's Message) 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 (as defined in
Section 1 of the Offer to Purchase). If a stockholder's certificate(s)
representing Shares are not immediately available (or the procedure for the
book-entry transfer cannot be completed on a timely basis) or time will not
permit all required documents to reach the Depositary on or prior to the
Expiration Date, such stockholder's Shares may nevertheless be tendered if the
procedures for guaranteed delivery set forth in Section 2 of the Offer to
Purchase are followed. Pursuant to such procedure, (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 Offeror, must be received by the Depositary on or prior to the Expiration
Date, and (iii) the certificates representing all tendered Shares, in proper
form for transfer, or Book-Entry Confirmation of Shares, as the case may be, in
each case together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees (or,
in connection with a book-entry transfer, an Agent's Message) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange trading days after the date of
execution of such Notice of Guaranteed Delivery, all as provided in Section 2 of
the Offer to Purchase. The term "Agent's Message" means a message transmitted
through electronic means by DTC to, and received by, the Depositary and forming
a part of a Book-Entry Confirmation, which states that DTC has received an
express acknowledgment from the DTC participant tendering the Shares that such
participant has received, and agrees to be bound by, this Letter of Transmittal.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATE(S)
REPRESENTING SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH
DTC, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER. THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH
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 facsimile thereof), 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 numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER SHARES BY
BOOK-ENTRY TRANSFER). If fewer than all the Shares represented 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,
new certificate(s) representing the remainder of the Shares that were
represented by the old certificate(s) will be sent to the registered holder(s),
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the Expiration Date. All Shares represented by
certificate(s) 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 exactly with the name(s) as
written on the face(s) of the 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 tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and tendered hereby, no endorsements of certificates or separate
stock powers are required, unless payment or certificates for Shares not
tendered or accepted for payment are to be issued to a person other than the
registered holder(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or stock powers are
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 Offeror of such person's authority so to act must be
submitted.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the certificates 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 certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution, unless the signature is that of an Eligible Institution.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Offeror will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale of purchased Shares to it or its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
certificates representing 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 certificates 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 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.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check and/or
certificates representing Shares not tendered or accepted for payment are to be
issued in the name of a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Stockholders tendering Shares by book-entry
transfer may request that Shares not accepted for payment be credited to such
account maintained at DTC as such stockholder may designate herein. If no such
instructions are given, such Shares not accepted for payment will be returned by
crediting the account at DTC designated above.
8. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly contact the Information Agent. The stockholder 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, destroyed or stolen certificates have been
followed.
9. WAIVER OF CONDITIONS. The conditions to the Offer may be waived by
Offeror, in whole or in part, at any time and from time to time in Offeror's
sole discretion.
10. SUBSTITUTE FORM W-9. The tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"), generally
the stockholder's social security or federal employer identification number, on
the Substitute Form W-9 which is provided below, and to certify whether the
stockholder is subject to backup withholding of United States federal income
tax. If a tendering stockholder is subject to federal backup withholding, the
stockholder must cross out item (2) of the "Certification" box of the Substitute
Form W-9. Failure to provide the information on the Substitute Form W-9 may
subject the tendering stockholder to a $50 penalty imposed by the Internal
Revenue Service ("IRS") and a 28% federal backup withholding tax on the payment
of the purchase price. 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, the stockholder should write "Applied For" in the space provided for the
TIN in Part I, check the box in Part III, 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 within 60 days of its receipt of the Substitute Form W-9, the
Depositary will withhold 28% on all payments of the purchase price until a TIN
is provided to the Depositary.
11. NON-UNITED STATES HOLDERS. Non-United States holders must submit a
completed applicable IRS Form W-8 to avoid backup withholding. Such IRS Forms
W-8 may be obtained by contacting the Depositary at one of the addresses on the
face of this Letter of Transmittal.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Information Agent at the address set forth below.
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 obtained from the
Information Agent at its address set forth below or from your broker, dealer,
commercial bank, trust company or other nominee.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER
WITH CERTIFICATES REPRESENTING SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND
ALL OTHER REQUIRED DOCUMENTS, OR THE NOTICE OF GUARANTEED DELIVERY, MUST BE
RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under United States 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 social security number, individual taxpayer
identification number, or employer identification number (each a Taxpayer
Identification Number or a "TIN") on Substitute Form W-9 provided below. If such
stockholder is an individual, the TIN is such person's social security number.
The TIN of a resident alien who does not have and is not eligible to obtain a
social security number is such person's IRS individual taxpayer identification
number. If a tendering stockholder is subject to federal backup withholding, the
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 IRS. In addition,
payments that are made to such stockholder with respect to Shares purchased
pursuant to the Offer may be subject to federal backup withholding.
Certain stockholders (including, among others, all corporations and certain
non-United States individuals) are not subject to federal backup withholding. In
order for a non-United States individual to qualify as an exempt recipient, that
stockholder must submit to the Depositary a properly completed IRS applicable
Form W-8, signed under penalties of perjury, attesting to that individual's
exempt status. Such forms may be obtained from the Depositary. Exempt
stockholders, other than non-United States individuals, should furnish their
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 federal backup withholding applies, the Depositary is required to
withhold 28% of any payments made to the stockholder. Federal 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 from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent federal 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 below certifying that the TIN provided
on such form is correct (or that such stockholder is awaiting a TIN) and that
(i) such holder is exempt from federal backup withholding, (ii) such holder has
not been notified by the IRS that such holder is subject to federal backup
withholding as a result of a failure to report all interest or dividends, or
(iii) the IRS has notified such holder that such holder is no longer subject to
federal backup withholding (see Part 2 of Substitute Form W-9).
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN 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 guidelines
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, check the box in Part III, 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 within 60 days, the Depositary may withhold 28% on all
payments of the purchase price until a TIN is provided to the Depositary.
- --------------------------------------------------------------------------------
PAYER: _____________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I TAXPAYER IDENTIFICATION NO. PART II FOR PAYEES EXEMPT
FORM W-9 FOR ALL ACCOUNT FROM BACKUP WITHHOLDING
(SEE ENCLOSED GUIDELINES)
DEPARTMENT OF Enter your tacper identification --------------------------
THE TREASURY number in the appropriate box. Social Securty Number
INTERNAL REVENUE SERVICE For most individuals and sole
proprietors, this is your Social PART III
PAYER'S REQUEST Securty Number. For other OR AWAITING TIN o
FOR TAXPAYER entities, it is your Employer
IDENTIFICATION NO. Identification Number. If you do
not have a number, see How to Obtain --------------------------
a TIN in the enclosed Guidelines Employer Identification
to determine what number to enter Number
- ------------------------------------------------------------------------------------------------------------------------------------
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);
(2) I am not subject to backup withholding either 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 or dividends, or (c) the IRS has notified me
that I no longer subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident alien).
YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU
ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDER REPORTING INTEREST
OR DIVIDENDS ON YOUR TAX RETURN AND YOU HAVE NOT RECEIVED A NOTICE FROM THE IRS
ADVISING YOU THAT BACKUP WITHHOLDING HAS TERMINATED.
- --------------------------------------------------------------------------------
SIGNATURE _____________________________________ DATE _____________________, 2007
- --------------------------------------------------------------------------------
NOTE:FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
- --------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
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 within (60) days, 28% of all reportable
payments made to me thereafter will be withheld until I provide a number.
Signature: ___________________________________ Date:__________________, 2007
- --------------------------------------------------------------------------------
THE INFORMATION AGENT FOR THE OFFER IS:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
Email: wci@mackenziepartners.com