EXHIBIT 99.(d)(2)
LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock
of
TRI-COUNTY BANCORP, INC.
Tendered Pursuant to the Offer to Purchase
Dated October 23, 1998
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., WYOMING
TIME, ON THURSDAY, NOVEMBER 19, 1998, UNLESS THE OFFER IS EXTENDED.
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TO: AMERICAN SECURITIES TRANSFER & TRUST, INC. DEPOSITARY
Mail: Facsimile Transmission: By Hand or Overnight Delivery Only:
P. O. Box 1596 (303) 234-5340 938 Quail Street, Suite 101
Denver, Colorado 80201 (for Eligible Institutions Only) Lakewood, Colorado 80215
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DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 4)
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Name(s) and Address(es) of Registered Holder(s) Certificate(s) Tendered
(Please fill in exactly as name(s) appear(s) on certificate(s)) (Attach signed list if necessary)
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Number of Shares Number of
Certificate represented by Shares
Number(s)* Certificate(s)* Tendered
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Total Shares Tendered
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* Need not be completed if Shares are delivered by book-entry transfer.
** If you desire to tender fewer than all Shares evidenced by any certificates
listed above, please indicate in this column the number of Shares you wish
to tender. Otherwise, all Shares evidenced by such certificates will be
deemed to have been tendered. See Instruction 4.
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE OF THOSE
LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be used only (a) if certificates for
Shares (as defined below) are to be forwarded with it (or such certificates will
be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or (b) if a tender of Shares is to be made by book-entry transfer to
the account maintained by the Depositary at The Depository Trust Company ("DTC")
or Philadelphia Depository Trust Company ("PDTC") (collectively, the "Book-Entry
Transfer Facilities") pursuant to 'The Offer--Procedures for Tendering Shares'
of the Offer to Purchase.
Stockholders whose certificates are not immediately available or who
cannot deliver their certificates for Shares and all other required documents to
the Depositary before the Expiration Date (as defined in the Offer to Purchase)
or whose Shares cannot be delivered on a timely basis pursuant to the procedure
for book-entry transfer must tender their Shares according to the guaranteed
delivery procedure set forth in 'The Offer--Procedures for Tendering Shares' of
the Offer to Purchase. See Instruction 2. Delivery of the Letter of Transmittal
and any other required documents to one of the Book-Entry Transfer Facilities
does not constitute delivery to the Depositary.
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|_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH ONE OF THE BOOK-ENTRY
TRANSFER FACILITIES, AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Check Box of Applicable Book-Entry Transfer Facility:
|_| DTC |_| PDTC
Account Number:
Transaction Code Number:
|_| CHECK HERE IF CERTIFICATES FOR 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 Holder(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution Which Guaranteed Delivery:
CheckBox of Applicable Book-Entry Transfer Facility and Give Account Number
if Delivered by Book-Entry Transfer:
|_| DTC |_| PDTC
Account Number:
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ODD LOTS
(See Instruction 9)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on October 15, 1998, an
aggregate of fewer than 100 Shares.
The undersigned either (check one box):
|_| was the beneficial owner as of the close of business on
October 15, 1998, and will continue to be the beneficial owner
as of the Expiration Date, of an aggregate of fewer than 100
Shares, all of which are being tendered; or
|_| is a broker, dealer, commercial bank, trust company or other
nominee which:
(a) is tendering, for the beneficial owners thereof, Shares
with respect to which it is the record holder; and
(b) believes, based upon representations made to it by such
beneficial owners, that each such person was the
beneficial owner as of the close of business on October
15, 1998 and each such person will continue to be the
beneficial owner as of the Expiration Date, of an
aggregate of fewer than 100 Shares and is tendering all
of such Shares.
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Ladies and Gentlemen:
The undersigned hereby tenders to Tri-County Bancorp, Inc., a Wyoming
corporation (the "Company"), the above described shares of the Company's common
stock, par value $0.10 per share (the "shares") at the price per Share indicated
in this Letter of Transmittal, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Company's Offer to Purchase dated
October 23, 1998, receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together constitute the "Offer").
Subject to, and effective on acceptance for payment of the Shares
tendered hereby in accordance with, the terms of the Offer (including, if the
Offer is extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to all Shares tendered
hereby or orders the registration of such Shares tendered by book-entry transfer
that are purchased pursuant to the Offer to or upon the order of the Company and
hereby irrevocably constitutes and appoints the Depositary as attorney-in-fact
of the undersigned with respect to such Shares, with full power of substitution
(such power of attorney being an irrevocable power coupled with interest), to:
(a) deliver certificates for such Shares, or transfer ownership of such
Shares on the account books maintained by a Book-Entry Transfer Facility,
together in either 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 (as defined below)
with respect to such Shares;
(b) present certificates for such Shares for cancellation and transfer
on the Company's books; and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, subject to the next paragraph, all in
accordance with the terms of the Offer.
The undersigned hereby represents and warrants that:
(a) the undersigned understands that tenders of Shares pursuant to any
one of the procedures described in "The Offer-- Procedures for Tendering Shares"
of the Offer to Purchase and in the Instructions hereto will constitute the
undersigned's acceptance of the terms and conditions of the Offer, including the
undersigned's representation and warranty that (i) the undersigned has a "net
long position" in Shares or "equivalent securities" at least equal to the Shares
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) such tender of Shares complies with
Rule 14e-4.
(b) when and to the extent the Company accepts the Shares for purchase,
the Company will acquire good, marketable and unencumbered title to them, free
and clear of all security interests, liens, charges, encumbrances, conditional
sales agreements or other obligations relating to their sale or transfer, and
not subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any additional
documents the Depositary or the Company deems necessary or desirable to complete
the assignment, transfer and purchase of the Shares tendered hereby; and
(d) the undersigned has read and agrees to all of the terms of the
Offer.
The names and addresses of the registered holders should be printed, if
they are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, the number of Shares that the
undersigned wishes to tender and the purchase price at which such Shares are
being tendered should be indicated in the appropriate boxes on this Letter of
Transmittal.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per Share price (not
greater than $14.00 nor less than $11.00 per Share) that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The undersigned understands that the Company will select
the lowest Purchase Price which will allow it to buy 313,000 Shares (or such
lesser number of Shares as are validly tendered and not withdrawn at prices not
greater than $14.00 nor less than $11.00 per Share) pursuant to the Offer, or
such greater number of Shares as the Company may elect to purchase. The
undersigned understands that all Shares validly tendered and not withdrawn at
prices at or below the Purchase Price will be purchased at the Purchase Price,
net to the seller in cash, upon the terms and subject to the conditions of the
Offer, including the proration
provisions, and that the Company will return all other Shares, including Shares
tendered at prices greater than the Purchase Price and Shares not purchased
because of proration.
The undersigned recognizes that under certain circumstances set forth
in the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby. In either event, the
undersigned understands that certificate(s) for any Shares not tendered or not
purchased will be returned to the undersigned at the address indicated above,
unless otherwise indicated under the "Special Payment Instructions" or "Special
Delivery Instructions" below. The undersigned recognizes that the Company has no
obligation, pursuant to the Special Payment Instructions, to transfer any
certificate for Shares from the name of their registered holder, or to order the
registration or transfer of such Shares tendered by book-entry transfer, if the
Company purchases none of the Shares represented by such certificate or tendered
by such book-entry transfer.
The undersigned understands that acceptance of Shares by the Company
for payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The check for the Purchase Price for such of the tendered Shares as are
purchased will be issued to the order of the undersigned and mailed to the
address indicated above unless otherwise indicated under "Special Payment
Instructions" or "Special Delivery Instructions" below.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligations of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE
THAN ONE PRICE, USE A SEPARATE
LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED.
(See Instruction 5)
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS OTHERWISE PROVIDED
HEREIN), THERE IS NO VALID TENDER OF SHARES.
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|_| $11.00 |_| $12.00 |_| $13.00 |_| $14.00
|_| $11.25 |_| $12.25 |_| $13.25
|_| $11.50 |_| $12.50 |_| $13.50
|_| $11.75 |_| $12.75 |_| $13.75
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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 6, 7 and 8)
To be completed ONLY if certificates for Shares not tendered or not
purchased and/or any check for the Purchase Price of Shares purchased are to be
issued in the name of and sent to someone other than the undersigned.
Issue |_| Check |_| Certificates to:
Name __________________________________________________________________________
(Please Print)
Address _______________________________________________________________________
_______________________________________________________________________
(Include Zip Code)
(Tax Identification or Social Security Number)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 6 and 8)
To be completed ONLY if certificates for Shares not tendered or not
purchased issued in the name of the undersigned and/or any check for the
Purchase Price of Shares purchased issued in the name of undersigned are to be
sent to someone other than the undersigned or to the undersigned at an address
other than that shown above.
Deliver |_| Check |_| Certificates to:
Name _________________________________________________________________________
(Please Print)
Address ______________________________________________________________________
______________________________________________________________________
(Include Zip Code)
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STOCKHOLDER(S) SIGN HERE
(See Instructions 1 and 6)
(Please Complete Substitute Form W-9 on Back Page)
Must be signed by the registered holder(s) exactly as name(s) appear(s)
on certificate(s) or on a security position listing or by person(s) authorized
to become registered holder(s) by certificate(s) and documents transmitted with
this Letter of Transmittal. If signature is by attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting in
a fiduciary or representative capacity, please set forth the full title. See
Instruction 6.
________________________________________________________________________________
(Signature(s))
Dated _________________________________________________________________, 1998
Name(s) _______________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title): ________________________________________________________
________________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone Number: _______________________________________________
Tax Identification or Social Security Number(s) _______________________________
Dated: __________________________________________________________________, 1998
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 6)
Authorized Signature __________________________________________________________
Name: _________________________________________________________________________
(Please Print)
Title: _________________________________________________________________________
Name of Firm: _________________________________________________________________
Address: ______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number: _______________________________________________
Dated: ___________________________________________________________________, 1998
Tax Identification or Social Security Number(s) ________________________________
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INSTRUCTIONS
Forming Part of the Terms of the Offer
1. Guarantee of Signatures. No signature guarantee is required if
either:
(a) this Letter of Transmittal is signed by the registered holder of
the Shares (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) exactly as the name of the registered
holder appears on the certificate tendered with this Letter of Transmittal
unless such holder has completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions"; or
(b) such Shares are tendered for the account of a member firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office,
branch or agency in the United States. See Instruction 6.
In all other cases the signature(s) must be guaranteed by an eligible
guarantor institution (bank, stockbroker, savings and loan association or credit
union with membership in an approved signature guarantee medallion program),
pursuant to Rule 17Ad-15 promulgated under the Exchange Act (an "Eligible
Institution"). See Instruction 6.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used only if
certificates are delivered with it to the Depositary (or such certificates will
be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or if tenders are to be made pursuant to the procedure for tender by
book-entry transfer set forth in "The Offer-Procedures for Tendering Shares" of
the Offer to Purchase. Certificates for all physically tendered Shares, or
confirmation of a book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility of Shares tendered electronically, together in each
case with a properly completed and duly executed Letter of Transmittal or duly
executed facsimile of it, and any other documents required by this Letter of
Transmittal, should be mailed or delivered to the Depositary at the appropriate
address set forth herein and must be delivered to the Depositary on or before
the Expiration Date (as defined in the Offer to Purchase).
Stockholders whose certificates are not immediately available or who
cannot deliver Shares and all other required documents to the Depositary before
the Expiration Date, or whose Shares cannot be delivered on a timely basis
pursuant to the procedure for book-entry transfer, may tender their Shares by or
through any Eligible Institution by properly completing (including the price at
which the Shares are being tendered) and duly executing and delivering a Notice
of Guaranteed Delivery (or a facsimile of it) and by otherwise complying with
the guaranteed delivery procedure set forth in "The Offer--Procedures for
Tendering Shares" of the Offer to Purchase. Pursuant to such procedure, the
certificates for all physically tendered Shares or book-entry confirmation, as
the case may be, as well as a properly completed Letter of Transmittal and all
other documents required by this Letter of Transmittal, must be received by the
Depositary within three over-the-counter trading days after receipt by the
Depositary of such Notice of Guaranteed Delivery, all as provided in "The
Offer--Procedures for Tendering Shares" of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand 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. For Shares to be validly tendered pursuant to the guaranteed
delivery procedure, the Depositary must receive the Notice of Guaranteed
Delivery before the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR
SHARES, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders, nor will it purchase any fractional Shares. All tendering stockholders,
by execution of this Letter of Transmittal (or a facsimile of it), waive any
right to receive any notice of the acceptance of their tender.
3. Inadequate Space. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate numbers and/or
the number of Shares should be listed on a separate signed schedule and attached
to this Letter of Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to
stockholders who tender by book-entry transfer.) If fewer than all of the Shares
evidenced by any certificate are to be tendered, fill in the number of Shares
which are to be tendered in the column entitled "Number of Shares Tendered." In
such case, if any tendered Shares are purchased, a new certificate for the
remainder of the Shares evidenced by the old certificate(s) will be issued and
sent to the registered holder(s), unless otherwise specified in the "Special
Payment Instructions" or "Special Delivery Instructions" box on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by the certificate(s) listed and delivered to the Depositary are
deemed to have been tendered unless otherwise indicated.
5. Indication of Price at Which Shares Are Being Tendered. For Shares
to be validly tendered, the stockholder must check the box indicating the price
per Share at which he or she is tendering Shares under "Price (In Dollars) Per
Share at Which Shares Are Being Tendered" on this Letter of Transmittal. Only
one box may be checked. If more than one box is checked, or if no box is checked
(except as otherwise provided herein), there is no valid tender of Shares. A
stockholder wishing to tender portions of his Share holdings at different prices
must complete a separate Letter of Transmittal for each price at which he or she
wishes to tender each such portion of his or her Shares. The same Shares cannot
be tendered (unless previously validly withdrawn as provided in "The
Offer--Withdrawal Rights" of the Offer to Purchase) at more than one price.
6. Signatures on Letter of Transmittal, Stock Powers, and Endorsements.
(a) 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 of the certificate without any change whatsoever.
(b) If the Shares are registered in the names of two or more joint
holders, each such holder must sign this Letter of Transmittal.
(c) 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 (or facsimiles of it) as there are different
registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsements of
certificate(s) representing such Shares or separate stock powers are required
unless payment is to be made, or the certificate(s) for Shares not tendered or
not purchased are to be issued, to a person other than the registered holder(s).
If this Letter of Transmittal is signed by a person other than the registered
holder(s) of the certificate(s) listed, or if payment is to be made or
certificate(s) for shares not tendered or not purchased are to be issued to a
person other than the registered holder(s), the certificate(s) must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on the certificate(s), and any
signature(s) on such certificate(s) or stock power(s) must be guaranteed by an
Eligible Institution. See Instruction 1.
(e) 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 for the registered holder(s) of the certificates listed, such persons
should so indicate when signing and must submit proper evidence satisfactory to
the Company of their authority so to act.
7. Stock Transfer Taxes. Except as provided in this Instruction, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal. The Company will pay or cause to be paid any stock
transfer taxes payable on the transfer to it of Shares purchased pursuant to the
Offer. If, however:
(a) payment of the Purchase Price is to be made to any person other
than the registered holder(s);
(b) Shares not tendered or not accepted for purchase are to be
registered in the name of any person other than the registered holder(s); or
(c) tendered certificates are registered in the name of any person
other than the person(s) signing this Letter of Transmittal; then the Depositary
will deduct from the Purchase Price the amount of any stock transfer taxes
(whether imposed on the registered holder, such other person or otherwise)
payable on account of the transfer to such person unless satisfactory evidence
of the payment of such taxes, or an exemption from them, is submitted.
8. Special Payment and Delivery Instructions. If certificate(s) for
Shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of the Letter of Transmittal or if such
certificate(s) and/or check(s) are to be sent to someone other than the signer
of the Letter of Transmittal or to the signer at a different address, the boxes
captioned "Special Payment Instructions" and/or "Special Delivery Instructions"
on this Letter of Transmittal should be completed and signatures must be
guaranteed as described in Instructions 1 and 6.
9. Odd Lots. As described in "The Offer--Number of Shares; Proration"
of the Offer to Purchase, if the Company is to purchase less than all Shares
validly tendered and not withdrawn before the Expiration Date, the Shares
purchased first will consist of all Shares validly tendered and not withdrawn by
any stockholder who owned beneficially as of the close of business on October
15, 1998 and who continues to own as of the Expiration Date, an aggregate of
fewer than 100 Shares and who tenders all of his Shares at or below the Purchase
Price (an "Odd Lot Holder"). This preference will not be available unless the
box captioned "Odd Lots" is completed.
10. Irregularities. The Company will determine, in its sole discretion,
all questions as to the validity, form, eligibility (including time of receipt)
and acceptance for payment of any tender of Shares, and its determination shall
be final and binding on all parties. The Company reserves the absolute right to
reject any or all tenders determined by it not to be in proper form or the
acceptance of which or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive any
of the conditions of the Offer or any defects or irregularities in the tender of
any particular Shares, and the Company's interpretation of the terms of the
Offer (including these instructions) will be final and binding on all parties.
No tender of Shares will be deemed to be validly made until all defects and
irregularities have been cured or waived. 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 nor any other
person is or will be obligated to give notice of any defects or irregularities
in tenders, nor shall any of them incur any liability for failure to give any
such notice.
11. Questions and Requests for Assistance and Additional Copies.
Questions and requests for assistance may be directed to, or additional copies
of the Offer to Purchase, the Notice of Guaranteed Delivery, and this Letter of
Transmittal may be obtained from the Information Agent at its address and
telephone number set forth at the end of this Letter of Transmittal.
12. Substitute Form W-9 and Form W-8. Stockholders other than
corporations and certain foreign individuals may be subject to backup federal
income tax withholding. Each such tendering stockholder or other payee who does
not otherwise establish to the satisfaction of the Depositary an exemption from
backup federal income tax withholding is required to provide the Depositary with
a correct taxpayer identification number ("TIN") on Substitute Form W-9 which is
provided as a part of this Letter of Transmittal, and to indicate that the
stockholder or other payee is not subject to backup withholding by checking the
box in Part 2 of the form. For an individual, his TIN will generally be his
social security number. Failure to provide the information on the form or to
check the box in Part 2 of the form may subject the tendering stockholder or
other payee to 31% backup federal income tax withholding on the payments made to
the stockholder or other payee with respect to Shares purchased pursuant to the
Offer and to a $50 penalty imposed by the Internal Revenue Service. 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. The
box in Part 3 of the form may be checked if the tendering stockholder or other
payee has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked and the Depositary
is not provided with a TIN within sixty (60) days, the Depositary will withhold
31% on all such payments thereafter until a TIN is provided to the Depositary.
Stockholders who are foreign individuals should submit Form W-8 to certify that
they are exempt from backup withholding, unless Instruction 13 applies. Form W-8
may be obtained from the Depositary. For additional information concerning
Substitute Form W-9, see the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9."
13. Withholding on Foreign Stockholders. The Depositary will withhold
federal income taxes equal to 30% of the gross payments payable to a foreign
stockholder or his agent unless the Depositary determines that a reduced rate of
withholding or an exemption from withholding is applicable. (Exemption from
backup withholding does not exempt a foreign stockholder from the 30%
withholding.) 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 or any political subdivision thereof or (iii) an estate or trust
the income of which is subject to United States federal income taxation
regardless of the source of such income. 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 the stockholder's address
and to any outstanding certificates or statements concerning eligibility for a
reduced rate of, or 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 executed Form 4224. Such form can be
obtained from the Depositary. A foreign stockholder who has not previously
submitted the appropriate certificates or statements with respect to a reduced
rate of, or exemption from, withholding for which such stockholder may be
eligible should consider doing so in order to avoid excess withholding. A
foreign stockholder may be eligible to obtain a refund of tax withheld if such
stockholder meets one of the three tests for capital gain or loss treatment
described in "Special Factors--Certain Federal Income Tax Consequences" of the
Offer to Purchase or is otherwise able to establish that no tax or reduced
amount of tax was due. Foreign stockholders are advised to consult their tax
advisors regarding the application of federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and the refund
procedures.
14. ESOP. Participants in the Tri-County Federal Savings Bank Employee
Stock Ownership Plan may not use this Letter of Transmittal to direct the tender
of Shares attributed to a participant's account, but must use the separate
instruction form sent to them.
IMPORTANT: This Letter of Transmittal or a manually signed facsimile of
it (together with certificate(s) for Shares or confirmation of book-entry
transfer and all other required documents) or, if applicable, the Notice of
Guaranteed Delivery must be received by the depositary before the Expiration
Date.
IMPORTANT TAX INFORMATION
Under the United States federal income tax law, a stockholder whose
tendered Shares are accepted for payment generally is required by law to provide
the Depositary with such stockholder's correct TIN on Substitute Form W-9 below.
If the Depositary is not provided with the correct TIN, the Internal Revenue
Service may subject the stockholder or other payee to a $50 penalty. In
addition, payments that are made to such stockholder or other payee with respect
to Shares purchased pursuant to the Offer may be subject to backup withholding.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, the stockholder must submit a Form W-8, signed under penalties
of perjury, attesting to the individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Depositary is required to withhold
31% of any such payments made to the stockholder or other payee. 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.
Purpose of Substitute Form W-9
To prevent backup withholding on payment made to a stockholder or other
payee with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of the stockholder's correct TIN by completing
the form below, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such stockholder is awaiting a TIN) and that:
(a) the stockholder has not been notified by the Internal Revenue
Service that the stockholder is subject to backup withholding as a result of
failure to report all interest or 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 (e.g.,
social security number or employer identification number) of the registered
holder 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.
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PAYER'S NAME:
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SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX Social Security Number
AT RIGHT AND CERTIFY BY SIGNING AND DATING
Form W-9 BELOW. __________________________
OR Employer Identification
Number
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Department of the Treasury Part 2 -- Check the box if you are NOT subject to backup withholding under the provisions of Section
Internal Revenue Service 3406(a)(1)(C) of the Internal Revenue Code because (1) you are exempt from backup withholding, or
(2) you have not been notified by the Internal Revenue Service that you are subject to backup
withholding as a result of failure to report all interest or dividends, or (3) the Internal Revenue
Service has notified you that you are no longer subject to backup withholding. |_|
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Payer's Request for Taxpayer CERTIFICATION -- UNDER THE PENALTIES OF
Identification Number (TIN) PERJURY, I CERTIFY THAT THE INFORMATION Part 3 --
PROVIDED ON THIS FORM IS TRUE, CORRECT,
AND COMPLETE. Awaiting TIN |_|
SIGNATURE _______________ DATE _______________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A 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 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
Icertify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) 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 (b)
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 sixty (60) days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.
______________________________________________ ______________________________
Signature Date
- --------------------------------------------------------------------------------
FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE ACCEPTED FROM
ELIGIBLE INSTITUTIONS. THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES AND
ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH TENDERING
STOCKHOLDER OR HIS BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER
NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW.
THE DEPOSITARY
AMERICAN SECURITIES TRANSFER & TRUST, INC. DEPOSITARY
By Mail: Facsimile Transmission: By Hand or Overnight Courier Only:
P.O. Box 1596 (303) 234-5340 938 Quail Street, Suite 101
Denver, Colorado 80201 (for Eligible Institutions Only) Lakewood, Colorado 80215
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF
THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL OR THE NOTICE OF GUARANTEED
DELIVERY MAY BE DIRECTED TO THE INFORMATION AGENT AT ITS TELEPHONE NUMBERS AND
ADDRESS SET FORTH BELOW. A TENDERING STOCKHOLDER MAY ALSO CONTACT HIS BROKER,
DEALER, COMMERCIAL BANK OR TRUST COMPANY FOR ASSISTANCE CONCERNING THE OFFER. IN
ORDER TO CONFIRM THE DELIVERY OF HIS SHARES, A TENDERING STOCKHOLDER SHOULD
CONTACT THE DEPOSITARY.
THE INFORMATION AGENT:
KEEFE, BRUYETTE & WOODS, INC.
211 Bradenton Avenue
Dublin, Ohio 43017-3541
Call Toll Free
(877) 298-6520
October 23, 1998