EXHIBIT 99.(A)(1)(B)
LETTER OF TRANSMITTAL
To Tender Common Shares of Beneficial Interest
of
GIANT GROUP, LTD.
Pursuant to the Offer to Purchase,
Dated April 19, 2001
by
GIANT GROUP, LTD.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON May 18, 2001,
UNLESS THE OFFER IS EXTENDED
The Depository for the Offer is:
American Stock Transfer & Trust Company
Facsimile Copy Number: 718-234-5001
Confirm by Telephone: 718-921-8200
By First Class Mail, by Overnight Courier By Hand
American Stock Transfer and Trust Company
59 Maiden Lane
New York, NY 10038
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THESE SHOWN ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL
WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED BELOW.
[_] CHECK HERE IF YOU HAVE LOST YOUR CERTIFICATE(S) FOR COMMON STOCK OF
BENEFICIAL INTEREST OF ENTERTAINMENT PROPERTIES TRUST AND REQUIRE
ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION
3.
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address of Registered Holder(s) (Please fill in, if blank, Share(s) Tendered
exactly as name(s) and Shares tendered appear(s) on Share Certificate(s)) (Attach additional signed schedule if necessary)
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Total Number of Number
Certificate Shares Represented of Shares
Number(s)* by Certificate(s) Tendered**
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Total Shares
Tendered
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* Need not be completed by Shareholders who tender Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares
evidenced by any certificates delivered to the Depositary are being
tendered. See Instruction 5.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER SHOULD BE READ CAREFULLY BEFORE
THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made
by book-entry transfer to an account maintained by the Depositary at the
Depository Trust Company (hereinafter referred to as the "Book-Entry Transfer
Facility"), pursuant to the procedures set forth in the Offer to Purchase
(defined below) under the caption "THE OFFER--PROCEDURE FOR TENDERING SHARES."
Stockholders who deliver Shares by book-entry transfer are referred to herein
as "Book-Entry Stockholders" and other stockholders are referred to herein as
"Certificate Stockholders."
Stockholders whose certificates are not immediately available or who cannot
deliver their Shares and all other documents required hereby to the Depositary
or complete the procedures for book-entry transfer prior to the Expiration
Date must tender their Shares according to the guaranteed delivery procedure
set forth in the Offer to Purchase under the caption "THE OFFER--PROCEDURE FOR
TENDERING SHARES." See Instruction 2.
DELIVERY OF DOCUMENTS TO THE COMPANY OR TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY, AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: _____________________________________________
Account No.: _______________________________________________________________
Transaction Code No.: ______________________________________________________
[_]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 Owners: ______________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
If Delivered by Book-Entry Transfer: _______________________________________
Name of Tendering Institution: _____________________________________________
Account No.: _______________________________________________________________
Transaction Code No.: ______________________________________________________
(Boxes above for use by Eligible Institutions only)
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to GIANT GROUP LTD., a Delaware corporation
(the "Company"), the above-described shares of the Company's Common Stock,
$0.01 par value, and associated Preferred Stock Purchase Rights, (the
"Shares"), pursuant to the Company's offer to purchase all outstanding Shares
at a price of $0.50 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated April 19,
2001 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which, together with the Offer to Purchase and
any amendments or supplements hereto or thereto, constitute the "Offer"). The
undersigned understands that the Company reserves the right to transfer or
assign, in whole or in part from time to time, to one or more of its
affiliates the right to purchase Shares tendered pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), effective upon acceptance for payment of and payment
for the Shares tendered herewith, the undersigned hereby sells, assigns and
transfers all right, title and interest in and to all the Shares that are
being tendered hereby, and irrevocably constitutes and appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates for such Shares, or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case, with all accompanying evidences of transfer and authenticity, to or
upon the order of the Company, upon receipt by the Depositary, as the
undersigned's agent, of the purchase price (adjusted, if appropriate, as
provided in the Offer to Purchase), (ii) present certificates for such Shares
for cancellation and transfer on the Company's books and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered
Shares and that, when the same are accepted for payment by the Company, the
Company will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, claims, charges and encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer thereof, and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute any signature guarantees or additional
documents deemed by the Depositary or the Company to be necessary or desirable
to complete the sale, assignment and transfer of the tendered Shares.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity 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 the Offer to Purchase under the caption
"THE OFFER--PROCEDURE FOR TENDERING SHARES" and in the instructions hereto
will constitute a binding agreement between the undersigned and the Company,
when accepted by the Company, 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 Company may not be required to accept for
payment any of the tendered Shares. The Company's acceptance for payment of
Shares pursuant to the Offer will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of
the Offer.
Unless otherwise indicated herein under "SPECIAL PAYMENT INSTRUCTIONS,"
please issue the check for the purchase price of any Shares purchased, and/or
return any certificates for 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 of any Shares
purchased, and/or any certificates for Shares not tendered or accepted for
payment (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "DESCRIPTION OF SHARES TENDERED." In the
event that both the "SPECIAL DELIVERY INSTRUCTIONS" and the "SPECIAL PAYMENT
INSTRUCTIONS" are
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completed, please issue the check for the purchase price of any Shares
purchased, and/or return any certificates for Shares not tendered or accepted
for payment in the name(s) of, and mail said check and/or any certificates to,
the person or persons so indicated. In the case of a book-entry delivery of
Shares, please credit the account maintained at the Book-Entry Transfer
Facility indicated above with any Shares not accepted for payment. The
undersigned recognizes that the Company has no obligation pursuant to the
Special Payment Instructions to transfer any Shares from the name of the
registered holder(s) thereof if the Purchaser does not accept for payment any
of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if a cer- To be completed ONLY if a
tificate for Shares not tendered certificate for Shares not
or not purchased and/or the check tendered or not purchased and/or
for the purchase price of Shares the check for the purchase price
purchased are to be ISSUED in the of Shares purchased are to be
name of someone other than the SENT to someone other than the
undersigned. undersigned.
Issued: [_] check
[_] certificate(s) to: Send: [_] check
[_] certificate(s) to:
Name: ____________________________ Name: ____________________________
(Please Print) (Please Print)
Address: _________________________ Address: _________________________
__________________________________ __________________________________
(Include Zip Code) (Include Zip Code)
__________________________________ __________________________________
(Taxpayer Identification or (Taxpayer Identification or
Social Security No.) Social Security No.)
[_] Credit unpurchased Shares
tendered by book-entry transfer
to the Book-Entry Transfer
Facility account set forth below:
__________________________________
(Account Number)
__________________________________
__________________________________
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STOCKHOLDERS SIGN HERE
(also complete Substitute Form W-9 below)
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(Signature(s) of Owners(s))
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or any other person
acting in a fiduciary or representative capacity, please set forth full
title below. See Instruction 5.)
Dated:__________
Name(s) ____________________________________________________________________
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(Please Print)
Capacity (Full Title) ______________________________________________________
Address ____________________________________________________________________
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(Include Zip Code)
Area Code and Telephone Number ( ) _______________________________________
Taxpayer Identification Number or Social Security Number ___________________
GUARANTEE OF SIGNATURE(S)
(If Required--See Instructions 1 and 5)
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Authorized Signature
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Name (Please Print)
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Name of Firm
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Address
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(Include Zip Code)
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Area Code and Telephone Number
Dated:__________
5
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS FOR THE TENDER OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations
and brokerage houses) that is a participant in the Security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each an "Eligible
Institution," and collectively, "Eligible Institutions"). No signature
guarantee is required on this Letter of Transmittal (i) if this Letter of
Transmittal is signed by the registered holder(s) (which term, for purposes of
this document, shall include any participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Shares) of
Shares tendered herewith, unless such holder(s) have completed either the box
entitled "Special Delivery Instructions" or the box entitled "Special Payment
Instructions" in this Letter of Transmittal or (ii) if such Shares are
tendered for the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed by stockholders
either if certificates for Shares are to be forwarded herewith or if a tender
of Shares is to be made pursuant to the procedures for delivery by book-entry
transfer set forth in the Offer to Purchase under the caption "The Offer--
Procedure for Tendering Shares." For Shares to be validly tendered pursuant to
the Offer, either (i) a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), together with any
required signature guarantees, or in the case of a book-entry transfer for
which acceptance is being electronically transmitted through the Automated
Tender Offer Program, an Agent's Message (as defined in the Offer to
Purchase), and any other required documents, must be received by the
Depositary at one of the Depositary's addresses set forth herein prior to the
Expiration Date and either certificates for tendered Shares must be received
by the Depositary at one of such addresses or such Shares must be delivered
pursuant to the procedures for book-entry transfer (and a book-entry
confirmation received by the Depositary), in each case, prior to the
Expiration Date, or (ii) the tendering stockholder must comply with the
guaranteed delivery procedure set forth below.
Stockholders whose certificates for Shares are not immediately available,
who cannot complete the procedures for book-entry transfer on a timely basis
or who cannot deliver all required documents to the Depositary prior to the
Expiration Date, may tender their Shares pursuant to the guaranteed delivery
procedures set forth in the Offer to Purchase under the caption "The Offer--
Procedure for Tendering Shares." Pursuant to such procedures, (i) such tender
must be made by or through an Eligible Institution, (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form
provided by the Purchaser (or a manually signed facsimile thereof), must be
received by the Depositary prior to the Expiration Date, and (iii) the
certificates for (or a book-entry confirmation with respect to) such Shares,
together with this properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message, and
any other required documents are received by the Depositary within three
trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in the Offer to Purchase under the caption "The
Offer--Procedure for Tendering Shares." A "trading day" is any day on which
the New York Stock Exchange is open for business. The Notice of Guaranteed
Delivery may be delivered by hand to the Depositary or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES
WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A 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. The
Company will purchase fractional Shares. All tendering stockholders, by
execution of this Letter of Transmittal (or a manually signed facsimile
thereof), waive any right to receive any notice of the acceptance of their
Shares for payment.
6
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
schedule attached hereto.
4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer
than all the Shares evidenced by any certificate submitted are to be tendered,
fill in the number of Shares which are to be tendered in the box entitled
"Number of Shares Tendered." In such case, new certificate(s) for the
remainder of the Shares that were evidenced 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
or termination of the Offer. 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 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 or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Purchaser of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and transmitted 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 owner(s). Signatures on such certificates or stock powers must
be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares tendered hereby, the certificates evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate
stock powers, in either case, signed exactly as the name(s) of the registered
owner(s) appear(s) on the certificates for such Shares. Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
See Instruction 1.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6, the
Company will pay, or cause to be paid, any stock transfer taxes with respect
to the transfer and sale of Shares to it or its assignee pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
certificates for Shares not tendered or accepted for payment are to be
registered in the name of, any persons 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 or such person)
payable on account of the transfer to such person will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes or
exemption there from is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of and/or certificates for Shares not accepted for payment are to be
returned to 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 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
should be completed. Any stockholder tendering Shares by book-entry transfer
will have any Shares not accepted for payment returned by crediting the
account maintained by such stockholder at the Book-Entry Transfer Facility
from which such transfer was made.
7
8. Irregularities. All questions as to the purchase price, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by the Company, in its
sole discretion, and its determination shall be final and binding. The Company
reserves the absolute right to reject any or all tenders of Shares that it
determines are not in proper form or the acceptance for payment of or payment
for Shares that may, in the opinion of the Company's counsel, be unlawful. The
Company also reserves the absolute right to waive any of the conditions to the
Offer or any defect or irregularity in any tender of Shares. The Company's
interpretation of the terms and conditions of the Offer (including these
instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
the Company shall determine. None of the Company, the Depositary, or any other
person shall be under any duty to give notice of any defect or irregularity in
tenders, nor shall any of them incur any liability for failure to give any
such notice. Tenders will not be deemed to have been made until all defects
and irregularities have been cured or waived.
9. Substitute Form W-9. The tendering stockholder (or other payee) is
required, unless an exemption applies, to provide the Depositary with a
correct Taxpayer Identification Number ("TIN"), generally the stockholder's
social security or federal employer identification number, and with certain
other information, on a Substitute Form W-9, which is provided under
"Important Tax Information" below, and to certify under penalties of perjury
that such number is correct and that the stockholder (or other payee) is not
subject to backup withholding. If a tendering stockholder is subject to backup
withholding, he or she must cross out item 2 of the Certification Box on
Substitute Form W-9 before signing such Form. Failure to furnish the correct
TIN on the Substitute Form W-9 may subject the tendering stockholder (or other
payee) to a $50 penalty imposed by the Internal Revenue Service and payments
of cash to the tendering stockholder (or other payee) pursuant to the Offer
may be subject to backup withholding of 31%. 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, he or she should write "Applied For" in the space
provided for the TIN in Part 1, sign and date the Substitute Form W-9 and sign
and date the Certificate of Awaiting Taxpayer Identification Number. If
"Applied For" is written in Part 1 and the Depositary is not provided with a
TIN by the time of payment, the Depositary will withhold 31% of all such
payments for surrendered Shares thereafter until a TIN is provided to the
Depositary.
10. Lost or Destroyed Certificates. If any certificate(s) representing
Shares has been lost or destroyed, the stockholder should contact American
Stock Transfer & Trust Company for instructions regarding the procedure to be
followed in order to replace the certificate(s). This Letter of Transmittal
and related documents cannot be processed until procedures for replacing lost
or destroyed certificates have been followed.
11. Requests for Assistance or Additional Copies. Questions and requests
for assistance or additional copies of the Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent at the location and telephone numbers set
forth below.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE COPY
THEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, AND CERTIFICATES,
OR A BOOK-ENTRY CONFIRMATION, FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS MUST
BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED DELIVERY (OR A
MANUALLY SIGNED FACSIMILE COPY THEREOF) MUST BE RECEIVED BY THE DEPOSITARY, ON
OR PRIOR TO THE EXPIRATION DATE.
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IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder surrendering Shares must,
unless an exemption applies, provide the Depositary (as payor) with his or her
correct TIN on the Substitute Form W-9 included in this Letter of Transmittal.
If the stockholder is an individual, his or her TIN is his or her social
security number. If the correct TIN is not provided, the stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service and payments
of cash to the tendering stockholder (or other payee) pursuant to the Offer
may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding. In
order for an exempt foreign stockholder to avoid backup withholding, that
person should complete, sign and submit a Form W-8, Certificate of Foreign
Status, signed under penalties of perjury, attesting to his or her exempt
status. A Form W-8 can be obtained from the Depositary. Exempt stockholders,
other than 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 31%
of any payment made to payee. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of his correct TIN (or the TIN of any other
payee) by completing the Substitute Form W-9 included in this Letter of
Transmittal certifying (i) that the TIN provided on the Substitute Form W-9 is
correct (or that such stockholder is awaiting a TIN), and (ii) that the
stockholder is not subject to backup withholding because (a) the stockholder
has not been notified by the Internal Revenue Service that the stockholder is
subject to backup withholding as a result of a failure to report all interest
and dividends or (b) the Internal Revenue Service has notified the stockholder
that the stockholder is no longer subject to backup withholding.
What Number to Give the Depositary
The stockholder is required to give the Depositary the TIN, generally the
social security number or employer identification number, of the record
owner(s) 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, he or she should write "Applied For" in the space
provided for the TIN in Part 1, sign and date the Substitute Form W-9 and sign
and date the Certificate of Awaiting Taxpayer Identification Number, which
appears in a separate box below the Substitute Form W-9. If "Applied For" is
written in Part 1 and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% of all payments of the purchase
price until a TIN is provided to the Depositary.
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PAYER'S NAME: ________________________________________________________
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Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT THE RIGHT ----------------------
AND CERTIFY BY SIGNING AND Employer Identification
DATING BELOW. (SEE Number(s)
INSTRUCTION 9) OR
SUBSTITUTE
Form W-9
----------------------
Please fill in your name Social Security
and address below. Number(s)
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PART 2--Certification--Under Penalties Part 3--
of Perjury, I certify that: Awaiting
The number shown on the form is my TIN [_] and
correct Exempt [_]
Name __________________________________
Address (number and street) ___________
City, State, and Zip Code _____________
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PART 4--For Payee Exempt Taxpayer Identification
Number (or I am from Backup Withholding waiting
for a number to be issued to me)
(2) I am not subject to backup withholding
because
(a) I am exempt from backup withholding, or
(b) I have not been notified by the Internal
Revenue Service DEPARTMENT OF THE TREASURY
("IRS") that I am subject to backup INTERNAL
REVENUE SERVICE withholding as a result of
failure to report all interest or dividends,
or
(c) PAYER'S REQUEST FOR the IRS has notified me
that I am no longer
TAXPAYER IDENTIFICATION NUMBER subject to backup
withholding.
CERTIFICATE INSTRUCTIONS--You must cross out Item (2)
in Part 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. However, if after being notified by
the IRS that you were subject to backup withholding,
you received another notification from the IRS
stating that you are no longer subject to backup
withholding, do not cross out Item (2). If you are
exempt from backup withholding, check the box in Part
4 above.
SIGNATURE ________________________ DATE _____________
WITHHOLDING ON FOREIGN STOCKHOLDERS. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the
Depositary will withhold United States federal income taxes equal to 30% of
the gross payments payable to a foreign stockholder or its agent unless (A)
the Depositary determines that a reduced rate of withholding is available
pursuant to a tax treaty or that an exemption from withholding is applicable
because such gross proceeds are effectively connected with the conduct of a
trade or business in the United States or (B) the foreign stockholder
establishes to the satisfaction of the Company and the Depositary that the
sale of Shares by such foreign stockholder pursuant to the Offer will qualify
as a "sale or exchange," rather than as a distribution taxable as a dividend,
for United States federal income tax purposes (see Section 6 of the Offer to
Purchase). For this purpose, a foreign stockholder is any stockholder that is
not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States, any State or any political subdivision thereof, (iii) an
estate, the income of which is subject to United States federal income
taxation regardless of the source of such income or (iv) a trust the
administration of which a court within the United States is able to exercise
primary supervision and all substantial decisions of which one or more United
States persons have the authority to control. In order to obtain a reduced
rate of withholding pursuant to a tax treaty, a foreign stockholder must
deliver to the Depositary a properly completed IRS Form 1001. In order to
obtain an exemption from withholding on the grounds that the gross proceeds
paid pursuant to the Offer are effectively connected with the conduct of a
trade or business within the United States, a foreign stockholder must deliver
to the Depositary a properly completed IRS Form 4224. The Depositary will
determine a stockholder's status as a foreign stockholder and eligibility for
a reduced rate of, or an exemption from, withholding by reference to
outstanding certificates or statements concerning eligibility for a reduced
rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224)
unless facts and circumstances indicate that such reliance is not warranted. A
foreign stockholder may be eligible to obtain a refund of all or a portion of
any tax withheld if such stockholder meets the "complete redemption" or "not
essentially equivalent
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to a dividend" test described in Section 6 of the Offer to Purchase or is
otherwise able to establish that no tax or a reduced amount of tax is due.
Each foreign stockholder is urged to consult its tax advisor regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and refund
procedures.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON THE SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
Questions and requests for assistance or additional copies of the Offer
to Purchase, Letter of Transmittal and other tender offer materials may be
directed to the Information Agent at the location and telephone numbers set
forth below:
THE INFORMATION AGENT FOR THE OFFER IS:
Company ____________________________________________________________________
Address ____________________________________________________________________
City, State, Zip ___________________________________________________________
Phone: _____________________________________________________________________
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