LETTER OF TRANSMITTAL
TO TENDER SHARES OF CLASS A COMMON STOCK
OF
HUNGRY MINDS, INC.
AT
6.09 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 20, 2001 BY
HMI ACQUISITION CORP.
A DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OF
JOHN WILEY & SONS, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 17, 2001,
UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
EQUISERVE TRUST COMPANY, N.A.
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
EQUISERVE TRUST COMPANY, N.A. SECURITIES TRANSFER EQUISERVE TRUST COMPANY, N.A.
P.O. Box 43025 & REPORTING SERVICES, INC. ATTN: CORPORATE ACTIONS
Providence, RI 02940-3025 C/O EQUISERVE LIMITED PARTNERSHIP 40 Campanelli Drive
100 Williams Street Galleria Braintree, MA 02184
New York, NY 10038
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SPECIFIED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
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TOTAL NUMBER OF
SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED (2)
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TOTAL SHARES
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(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares represented by Share certificates delivered to EquiServe Trust
Company, N.A. are being tendered hereby. See Instruction 4.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS CONTAINED
IN THIS LETTER OF TRANSMITTAL CAREFULLY.
This Letter of Transmittal is to be used by stockholders of Hungry Minds,
Inc. if certificates for Shares (as such term is defined below) are to be
forwarded herewith or, unless an Agent's Message (as defined in Instruction 2
below) is utilized, if delivery of Shares is to be made by book-entry transfer
to an account maintained by EquiServe Trust Company, N.A. (the "Depositary") at
the Book-Entry Transfer Facility (as defined in and pursuant to the procedures
described in the Offer to Purchase, dated August 20, 2001 (the "Offer to
Purchase")). Stockholders who deliver Shares by book-entry transfer are referred
to herein as "Book-Entry Stockholders".
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation (as
defined in Section 2 of the Offer to Purchase) on a timely basis with respect
to, their Shares and all other required documents to the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender
their Shares in accordance with the guaranteed delivery procedures described in
Section 3 of the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH
SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE 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 TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s):___________________________________________
Window Ticket No. (if any):_______________________________________________
Date of Execution of Notice of Guaranteed Delivery:_______________________
Name of Institution which Guaranteed Delivery:____________________________
If delivered by Book-Entry Transfer, check box: [ ]
Name of Tendering Institution:____________________________________________
Account Number:___________________________________________________________
Transaction Code Number:__________________________________________________
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Ladies and Gentlemen:
The undersigned hereby tenders to HMI Acquisition Corp., a Delaware
corporation ("PURCHASER") and a direct or indirect wholly owned subsidiary of
John Wiley & Sons, Inc., a New York corporation ("WILEY"), the above-described
shares of Class A Common Stock, par value $0.001 per share (the "SHARES"), of
Hungry Minds, Inc., a Delaware corporation, formerly known as IDG Books
Worldwide, Inc. (the "COMPANY"), pursuant to Purchaser's offer to purchase all
outstanding Shares at a price of $6.09 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions contained
in the Offer to Purchase, dated August 20, 2001 (the "OFFER TO PURCHASE"), and
in this Letter of Transmittal (which, together with any amendments or
supplements thereto or hereto, collectively constitute the "OFFER"). The
undersigned understands that Purchaser reserves the right to transfer or assign
to Wiley, or any direct or indirect wholly owned subsidiary of Wiley, the right
to purchase all or any portion of the Shares tendered pursuant to the Offer, but
any such transfer or assignment will not relieve Purchaser of its obligations
under the Merger Agreement (as defined below) and will in no way prejudice the
rights of the tendering stockholders to receive payment for Shares validly
tendered and accepted for payment pursuant to the Offer. Receipt of the Offer is
hereby acknowledged.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of August 12, 2001 (the "MERGER AGREEMENT"), among Wiley, Purchaser and the
Company.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance for payment of, and payment for, 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, Purchaser, all
right, title and interest in and to, all the Shares that are being tendered
hereby (and any and all non-cash and cash dividends, distributions, rights,
stock splits, other Shares or other securities issued or issuable in respect
thereof on or after the Purchase Date (as hereinafter defined) (collectively,
"DISTRIBUTIONS"), and irrevocably constitutes and appoints the Depositary the
true and lawful agent, attorney-in-fact and proxy of the undersigned with
respect to such Shares (and all Distributions), with full power of substitution
(such power of attorney and proxy being deemed to be an irrevocable power
coupled with an interest), to (1) deliver certificates for such Shares (and any
Distributions), or transfer ownership of such Shares (and any Distributions) on
the account books maintained by the Book-Entry Transfer Facility, together, in
either such case, with all accompanying evidence of transfer and authenticity,
to or upon the order of the Purchaser upon receipt by the Depositary, as the
undersigned's agent, of the purchase price, (2) present such Shares (and any
Distributions) for transfer on the books of the Company and (3) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any Distributions), all in accordance with the terms of the Offer.
As used herein, the term "Purchase Date"means the date on which tendered shares
are accepted for payment under the Offer and Purchaser is obligated to purchase
and pay for the Shares under the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints each designee of Purchaser as the attorney-in-fact and proxy of the
undersigned, each with full power of substitution, to vote at any annual or
special meeting of the Company's stockholders or any adjournment or postponement
thereof or otherwise in such manner as each such attorney-in-fact and proxy or
such substitute shall in its sole discretion deem proper with respect to, to
execute any written consent concerning any matter as each such attorney-in-fact
and proxy or his substitute shall in his sole discretion deem proper with
respect to, and to otherwise act as each such attorney-in-fact and proxy or its
substitute shall in his sole discretion deem proper with respect to, all of the
Shares (and any Distributions) tendered hereby and accepted for payment by the
Purchaser. This appointment will be effective if and when, and only to the
extent that, Purchaser accepts such Shares for payment pursuant to the Offer.
This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for payment of such Shares by Purchaser in
accordance with the terms of the Offer. Such acceptance for payment shall,
without further action, revoke any prior powers of attorney and proxies granted
by the undersigned at any time with respect to such Shares (and any
Distributions), and no subsequent powers of attorney, proxies, consents or
revocations may be given by the undersigned with respect thereto (and, if given,
will not be deemed effective). The undersigned understands that Purchaser
reserves the right to require that, in order for Shares to be deemed validly
tendered, immediately upon Purchaser's acceptance for payment of such Shares,
Purchaser must be able to exercise full voting, consent and other rights with
respect to such Shares (and any Distributions), including voting at any meeting
of the Company's stockholders.
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 all Distributions, that the undersigned owns the Shares
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), that the
3
tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act,
and that when the same are accepted for payment by Purchaser, Purchaser will
acquire good, marketable and unencumbered title thereto and to all
Distributions, free and clear of all liens, restrictions, charges and
encumbrances and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the 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 Shares tendered hereby, accompanied by appropriate documentation of transfer
and, pending such remittance and transfer or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares tendered
hereby or deduct from such purchase price the amount or value of such
Distribution as determined by Purchaser in its sole discretion.
All authority herein conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any
one 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 Purchaser upon the terms and subject to the conditions of the Offer (and if
the Offer is extended or amended, the terms or conditions of any such extension
or amendment). Without limiting the foregoing, if the price to be paid in the
Offer is amended in accordance with the terms of the Merger Agreement and notice
of such change is provided by the Purchaser, the price to be paid to the
undersigned will be the amended price notwithstanding the fact that a different
price is stated in this Letter of Transmittal. The undersigned recognizes that
under certain circumstances set forth in the Offer to Purchase, the Purchaser
may not be required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased and/or return any certificates for Shares not tendered or accepted for
payment in the name(s) of the undersigned. Similarly, unless otherwise indicated
under "Special Delivery Instructions," please mail the check for the purchase
price of all Shares purchased and/or return any certificates for Shares not
tendered or not accepted for payment (and any accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature. In the event that the boxes entitled "Special Payment Instructions"
and "Special Delivery Instructions" are both completed, please issue the check
for the purchase price of all Shares purchased and/or return any certificates
evidencing Shares not tendered or not accepted for payment (and any accompanying
documents, as appropriate) in the name(s) of, and deliver such check and/or
return any such certificates (and any accompanying documents, as appropriate)
to, the person(s) so indicated. Unless otherwise indicated herein in the box
entitled "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 Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder thereof if the Purchaser does not accept for payment any of
the Shares so tendered.
[ ] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
HAVE BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.
NUMBER OF SHARES REPRESENTED BY LOST, DESTROYED OR STOLEN CERTIFICATES:
________________________________________
4
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares accepted
for payment (less the amount of any federal income and backup withholding tax
required to be withheld) is to be issued in the name of someone other than the
undersigned, if certificates for Shares not tendered or not accepted for payment
are to be issued in the name of someone other than the undersigned or if Shares
tendered hereby and delivered by book-entry transfer that are not accepted for
payment are to be returned by credit to an account maintained at the Book-Entry
Transfer Facility other than the account indicated above.
Issue [ ] check and/or [ ] Share certificate(s) to:
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
Credit Shares delivered by book-entry transfer and not purchased to the
Book-Entry Transfer Facility account:
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(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares accepted
for payment (less the amount of any federal income and backup withholding tax
required to be withheld) is to be sent to someone other than the undersigned or
to the undersigned at an address other than that shown under "Description of
Shares Tendered."
Mail [ ] check and/or [ ] Share certificates to:
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
5
IMPORTANT -- SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 INCLUDED IN THIS LETTER OF TRANSMITTAL)
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(SIGNATURE(S) OF STOCKHOLDER(S))
Dated:____________________________________________________________________,2001
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by 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
and see Instruction 5.)
Name(s):_______________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT)
Name of
Firm:__________________________________________________________________________
Capacity (full
title):________________________________________________________________________
(SEE INSTRUCTION 5)
Address:_______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone
Number:________________________________________________________________________
Taxpayer Identification or
Social Security
Number:________________________________________________________________________
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized
Signature:_____________________________________________________________________
Name(s):_______________________________________________________________________
(PLEASE PRINT)
Title:_________________________________________________________________________
Name of
Firm:__________________________________________________________________________
Address:_______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone
Number:________________________________________________________________________
6
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) (which term, for purposes of this document, includes any
participant in any of the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of the Shares) of Shares
tendered herewith, unless such registered holder(s) has (have) completed either
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" above 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 in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each, an "Eligible
Institution"). In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 5. If the Share
certificates are registered in the name of a person other than the signer of
this Letter of Transmittal or if payment is to be made or Share certificates not
tendered or not accepted for payment are to be returned to a person other than
the registered holder of the Share certificates tendered, then the tendered
Share certificates must be endorsed or accompanied by duly executed stock
powers, in either case signed exactly as the name or names of the registered
owner or owners appear on the Share certificates, with the signatures on the
Share certificates or stock powers guaranteed by an Eligible Institution as
provided in this Letter of Transmittal. See Instruction 5.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by
stockholders of the Company either if Share certificates are to be forwarded
herewith or, unless an Agent's Message (as defined below) is utilized, if
delivery of Shares is to be made pursuant to the procedure for tender by
book-entry transfer set forth in Section 3 of the Offer to Purchase. In order
for Shares to be validly tendered pursuant to the Offer, (a) this Letter of
Transmittal, properly completed and duly executed, together with any required
signature guarantees, or an Agent's Message in connection with a book-entry
delivery of Shares, and any other documents required by this Letter of
Transmittal must be received by the Depositary at one of its addresses specified
on the back cover of the Offer to Purchase on or prior to the Expiration Date
and either Share certificates representing tendered Shares must be received by
the Depositary, or such Shares must be tendered pursuant to the procedure for
book-entry transfer described herein and in Section 3 of the Offer to Purchase
and a Book-Entry Confirmation must be received by the Depositary, in each case
on or prior to the Expiration Date, or (b) the guaranteed delivery procedures
described herein and in Section 3 of the Offer to Purchase must be complied
with.
If a stockholder desires to tender Shares pursuant to the Offer and such
stockholder's Share certificates are not immediately available or time will not
permit all required documents to reach the Depositary on or prior to the
Expiration Date, or the procedures for book-entry transfer cannot be completed
on a timely basis, such Shares may nevertheless be tendered if all of the
guaranteed delivery procedures described herein and in Section 3 of the Offer to
Purchase are duly complied with. Pursuant to such guaranteed delivery
procedures: (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, 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 New York Stock Exchange 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 must accompany each such
delivery.
The term "AGENT'S MESSAGE" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of the
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares which are the subject of the Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Purchaser may enforce such
agreement against the participant.
The signatures on this Letter of Transmittal cover the Shares tendered
hereby.
7
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES
REPRESENTING THE SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND SOLE RISK OF THE
TENDERING STOCKHOLDER, AND 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 shareholders, by execution of
this Letter of Transmittal, 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 number
of Shares tendered and the Share certificate numbers with respect to such Shares
and any other required information should be listed on a separate signed
schedule attached hereto and separately signed on each page thereof in the same
manner as this Letter of Transmittal is signed.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares evidenced by any Share certificate
delivered to the Depositary 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) for the remainder of the Shares that were evidenced by
your old Share certificate(s) will be sent to you, unless otherwise provided in
the appropriate box marked "Special Payment Instructions" and/or "Special
Delivery Instructions" on this Letter of Transmittal, as soon as practicable
after the Expiration Date. All Shares represented by certificates delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
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 certificate or stock power 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 Purchaser of the authority of such person 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). Signatures on any 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 Shares evidenced by certificates listed and
transmitted hereby, the Share 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(s) on the Share certificates. Signature(s) on any
such Share certificates or stock powers must be guaranteed by an Eligible
Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes applicable to payment for
tendered Shares. If, however, payment of the purchase price of any Shares
tendered is to be made to, or if Share certificates 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 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 other person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes, or an exemption therefrom, is submitted
to Purchaser.
EXCEPT AS 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.
8
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares 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 in the name
of and/or returned to, a person other than the signer of this Letter of
Transmittal, or if a check is to be sent, and/or such Share certificates are to
be returned to, a person 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 must be completed. Book-Entry Stockholders may request that
Shares not purchased be credited to such account maintained at the Book-Entry
Transfer Facility as such Book-Entry Stockholder may designate herein. If no
such instructions are given, such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance may be directed to the Information Agent at its address set forth
below. Requests for additional copies of the Offer to Purchase, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be directed to the
Information Agent or to brokers, dealers, commercial banks or trust companies.
Such materials will be furnished at Purchaser's expense.
9. WAIVER OF CONDITIONS. The conditions of the Offer (other than the
Minimum Condition, as defined in the Offer to Purchase) may be waived by
Purchaser (subject to certain limitations in the Merger Agreement), in whole or
in part, from time to time, in Purchaser's sole discretion.
10. BACKUP WITHHOLDING. Under the federal income tax laws, the Depositary
will be required to withhold on any payments made to certain stockholders
pursuant to the Offer at a rate equal to the fourth lowest ordinary income tax
rate applicable to unmarried individuals (currently at a rate of 30.5%,
effective until December 31, 2001). To prevent backup federal income tax
withholding on payments made to certain stockholders with respect to the
purchase price of Shares purchased pursuant to the Offer, each such stockholder
must provide the Depositary with his or her correct taxpayer identification
number ("TIN") on the Substitute Form W-9 included in the Letter of Transmittal
and certify, under penalty of perjury, that such TIN is correct and that such
stockholder is not subject to backup federal income tax withholding.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the federal income tax liability
of the person subject to the backup withholding, provided that the required
information is given to the IRS. If backup withholding results in an overpayment
of tax, a refund can be obtained by the stockholder upon filing an income tax
return.
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are held 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.
The tendering stockholder may write "Applied For" in the space provided for
the TIN in Part 1 of the Substitute Form W-9 if the tendering stockholder has
not been issued a TIN and has applied for a TIN or intends to apply for a TIN in
the near future. If "Applied For" is written in Part 1, the stockholder or other
payee must also complete the Certificate of Awaiting Taxpayer Identification
Number below in order to avoid backup withholding. Notwithstanding that "Applied
For" is written in Part 1 and the Certificate of Awaiting Taxpayer
Identification Number is completed, the Depositary will withhold on all payments
made prior to the time a properly certified TIN is provided to the Depositary.
However, such amounts will be refunded to such stockholder if a TIN is provided
to the Depositary within 60 days.
Certain stockholders (including, among others, corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has (have) been lost, destroyed or stolen, the stockholder
should promptly notify the transfer agent by checking the box immediately
preceding the special payment/special delivery instructions and indicating the
number of Shares lost. 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 or destroyed certificates have been followed. To expedite
replacement, call EquiServe Trust Company, N.A., the transfer agent, at (877)
282-1168.
9
IMPORTANT: THIS LETTER OF TRANSMITTAL TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND
ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY
THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR
BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING
STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
10
IMPORTANT TAX INFORMATION
Under the federal income tax laws, a stockholder whose tendered Shares are
accepted for payment is generally 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 Part 2 (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, corporations, and certain
foreign individuals and entities) are not subject to these backup withholding
and reporting requirements. In order for a noncorporate foreign stockholder to
qualify as an exempt recipient, that stockholder must submit a statement, signed
under penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Depositary. Exempt stockholders, other than
noncorporate foreign stockholders, should furnish their TIN, write "Exempt" on
the face of the Substitute Form W-9, 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 on
any payments made to the stockholder at a rate equal to the fourth lowest
ordinary income tax rate applicable to unmarried individuals (currently at a
rate of 30.5%, effective until December 31, 2001). Backup withholding is not an
additional income tax. Rather, the amount of the backup withholding can be
credited against the federal income tax liability of the person subject to the
backup withholding, provided that the required information is given to the IRS.
If backup withholding results in an overpayment of tax, a refund can be obtained
by the stockholder upon filing an income tax return.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding of federal income tax on payments made to
certain stockholders 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 form contained herein certifying that the TIN provided on
Substitute Form W-9 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 1, and sign and date the Substitute Form W-9. If "Applied For" is written
in Part 1, the stockholder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that "Applied For" is written in Part 1 and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Depositary will withhold on all payments made prior to the time a properly
certified TIN is provided to the Depositary. However, such amount will be
refunded to such stockholder if a TIN is provided to the Depositary within 60
days.
11
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (SEE INSTRUCTION 10):
PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A., AS DEPOSITARY
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION NUMBER (TIN)
- -------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW NAME:______________________________
ADDRESS:________________________________________
CHECK APPROPRIATE BOX:
INDIVIDUAL [ ] CORPORATION [ ]
PARTNERSHIP [ ] OTHER (SPECIFY BELOW) [ ]
_______________________________________________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SOCIAL SECURITY NUMBER
(IF AWAITING TIN WRITE
"APPLIED FOR")
OR
- -------------------------------------------------------------------------------
EMPLOYER IDENTIFICATION NUMBER
(IF AWAITING TIN WRITE
"APPLIED FOR")
- -------------------------------------------------------------------------------
PART 2--CERTIFICATE--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 for me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, (b) 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 or dividends or (c) the IRS has notified me
that I am no longer subject to backup withholding.
- --------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of under-reporting interest or dividends on your tax returns. However, if after
being notified by the IRS that you are subject to backup withholding, you
receive another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such item (2). (Also see instructions in
the enclosed Guidelines).
SIGNATURE ____________________________ DATE ___________________________ , 2001
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
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,
backup withholding will be withheld on all reportable payments made to me
thereafter, but that such amounts will be refunded to me if I provide a
certified Taxpayer Identification Number within sixty (60) days.
SIGNATURE___________________________ DATE ____________________________, 2001
- ------------------------------------------------------------------------------
12
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This Letter of Transmittal, certificates for Shares and any other required
documents should be sent or delivered by each stockholder of the Company or his
broker, dealer, commercial bank, trust company or other nominee to the
Depositary at one of its addresses set forth below:
THE DEPOSITARY FOR THE OFFER IS:
EQUISERVE TRUST COMPANY, N.A.
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
EQUISERVE TRUST COMPANY, N.A. SECURITIES TRANSFER & EQUISERVE TRUST COMPANY, N.A.
P.O. Box 43025 REPORTING SERVICES, INC. ATTN: CORPORATE ACTIONS
Providence, RI 02940-3025 C/O EQUISERVE LIMITED PARTNERSHIP 40 Campanelli Drive
100 Williams Street Galleria Braintree, MA 02184
New York, NY 10038
You may direct questions and requests for assistance to the Information
Agent at the address and telephone number listed below. You may obtain
additional copies of this Offer to Purchase, the Letter of Transmittal, the
Notice of Guaranteed Delivery and other tender offer materials from the
Information Agent as set forth below and they will be furnished promptly at our
expense. You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
Call Toll Free: (800) 207-3156