Letter of Transmittal
To Tender Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
Brunswick Technologies, Inc.
Pursuant to the Offer to Purchase
Dated April 20, 2000
and the Supplement thereto
dated June 15, 2000
by
VA Acquisition Corporation
an indirect wholly owned subsidiary of
CertainTeed Corporation
an indirect wholly owned subsidiary of
Compagnie de Saint-Gobain
THE IMPROVED OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, JUNE 29, 2000, UNLESS THE
IMPROVED OFFER IS EXTENDED.
The Depositary for the Improved Offer is:
ChaseMellon Shareholder Services, L.L.C.
By Registered Mail: By Hand Delivery: By Overnight Courier:
Reorganization Reorganization
Reorganization Department Department
Department 120 Broadway 85 Challenger Road
Post Office Box 3301 13th Floor Mail Drop-Reorg
South Hackensack, New New York, New York 10271 Ridgefield Park, New
Jersey 07606 Jersey 07660
By Facsimile Transmission:
(201) 296-4293
(for eligible institutions only)
Confirm Facsimile by Telephone Only:
(201) 296-4860
Delivery of this letter of transmittal to an address other than as set forth
above, or transmissions of instructions via a facsimile number other than as
set forth above, will not constitute a valid delivery.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders, either if
Share Certificates (as defined below) are to be forwarded herewith or, unless
an Agent's Message (as defined in the Offer to Purchase, as referred to below)
is utilized, if tenders of Shares (as defined below) are to be made by book-
entry transfer into the account of ChaseMellon Shareholder Services, L.L.C., as
Depositary (the "Depositary"), at The Depository Trust Company (the "Book-Entry
Transfer Facility" or "DTC") pursuant to the procedures set forth in Section 3
of the Offer to Purchase. Shareholders who tender Shares by book-entry transfer
are referred to herein as "Book-Entry Shareholders."
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (Please Share Certificate(s) and
fill in, Shares Tendered (Attach
if blank, exactly as name(s) appear(s) on certificate(s)) additional signed list if necessary)*
- ------------------------------------------------------------------------------------------------------
Shares Total Number of Number of
Certificate Shares Represented Shares
Number(s) By Certificate(s) Tendered**
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total
Shares
- --------------------------------------------------------------------------------
* Need not be completed by Book-Entry Shareholders.
** Unless otherwise indicated, all Shares represented by Share
Certificates delivered to the Depositary will be deemed to have been
tendered. See Instruction 4.
Holders of outstanding shares of common stock, par value $0.0001 per share,
including the associated rights to purchase preferred stock (the "Shares"), of
Brunswick Technologies, Inc., whose certificates for such Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in the Offer to Purchase and the Supplement
thereto), or who cannot complete the procedure for book-entry transfer on a
timely basis, must tender their Shares according to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2 of
this Letter of Transmittal. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Depositary.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
[_]CHECK HERE IF SHARES ARE BEING TENDERED 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 Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ____________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
Ladies and Gentlemen:
The undersigned hereby tenders to VA Acquisition Corporation, a Maine
corporation ("Purchaser") and an indirect wholly owned subsidiary of
CertainTeed Corporation, a Delaware corporation ("Parent"), which is an
indirect wholly owned subsidiary of Compagnie de Saint-Gobain, a French
corporation ("Saint-Gobain"), the above-described shares of common stock, par
value $0.0001 per share, including the associated rights to purchase preferred
stock (the "Shares"), of Brunswick Technologies, Inc., a Maine corporation (the
"Company"), not already beneficially owned by Parent, at a purchase price of
$8.50 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase (the
"Offer to Purchase"), dated April 20, 2000, as amended and supplemented by the
Supplement thereto, dated June 15, 2000 (the "Supplement"), in the related
(blue) Letter of Transmittal, dated April 20, 2000, and in this Letter of
Transmittal (all of which, as amended or supplemented from time to time,
together constitute the "Improved Offer"). The undersigned understands that
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates the right to purchase all or any
portion of the Shares tendered pursuant to the Improved Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms of the Improved Offer,
including, without limitation, Section 15 of the Offer to Purchase, as amended
by the Supplement (and including, if the Improved Offer is further extended or
amended, the terms and conditions of such extension or amendment), the
undersigned hereby sells, assigns and transfers to, or upon the order of,
Purchaser all right, title and interest in and to all of the Shares that are
being tendered hereby and any and all dividends, distributions, rights, other
Shares or other securities issued, paid or distributed or issuable, payable or
distributable in respect of such Shares on or after April 20, 2000 and prior to
the transfer to the name of Purchaser (or a nominee or transferee of Purchaser)
on the Company's stock transfer records of the Shares tendered herewith
(collectively, a "Distribution"), and appoints the Depositary the true and
lawful agent, attorney-in-fact and proxy of the undersigned with respect to
such Shares (and any Distribution), with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest)
to (a) deliver such Share Certificates (and any Distribution) or transfer
ownership of such Shares (and any Distribution) on the account books maintained
by the Book-Entry Transfer Facility, together, in either case, with appropriate
evidences of transfer, to the Depositary for the account of Purchaser, (b)
present such Shares (and any Distribution) for transfer on the books of the
Company and, (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any Distribution), all in accordance
with the terms and subject to the conditions of the Improved Offer.
The undersigned irrevocably appoints designees of Purchaser as such
undersigned's agents, attorneys-in-fact and proxies, with full power of
substitution, to the full extent of such shareholder's rights with respect to
the Shares (and any Distribution) tendered by such shareholder and accepted for
payment by Purchaser. All such powers of attorney and proxies shall be
considered irrevocable and coupled with an interest. Such appointment will be
effective when, and only to the extent that, Purchaser accepts such Shares for
payment. Upon such acceptance for payment, all prior attorneys, proxies and
consents given by such shareholder with respect to such Shares (and any
Distribution) will be revoked without further action, and no subsequent powers
of attorney and proxies may be given nor any subsequent written consents
executed (and, if given or executed, will not be deemed effective). The
designees of Purchaser will, with respect to the Shares (and Distributions) for
which such appointment is effective, be empowered to exercise all voting and
other rights of such shareholder as they in their sole discretion may deem
proper at any annual or special meeting of the Company's shareholders or any
adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise. Purchaser reserves the right to require that, in order
for the Shares to be deemed validly tendered, immediately upon Purchaser's
payment for such Shares, Purchaser must be able to exercise full voting rights
with respect to such Shares and all Distributions, including, without
limitation, voting at any meeting of shareholders.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the undersigned's
Shares (and any Distribution) tendered hereby, and (b) when the Shares are
accepted for payment by Purchaser, Purchaser will acquire good, marketable and
unencumbered title to the Shares (and any Distribution), free and clear of all
liens, restrictions, charges and encumbrances, and the same will not be subject
to any adverse claim and will not have been transferred to Purchaser in
violation of any contractual or other restriction on the transfer thereof. The
undersigned, upon request, will 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 any
Distribution). In addition, the undersigned shall promptly remit and transfer
to the Depositary for the account of Purchaser any and all Distributions in
respect of the Shares tendered hereby, accompanied by appropriate documentation
of transfer, and, pending such remittance or appropriate assurance thereof,
Purchaser will be, subject to applicable law, entitled to all rights and
privileges as owner of any such Distribution and may withhold the entire
purchase price or deduct from the purchase price the amount or value thereof,
as determined by Purchaser, in its sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and 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, successors and assigns of
the undersigned.
Tenders of Shares made pursuant to the Improved Offer are irrevocable,
except that Shares tendered pursuant to the Improved Offer may be withdrawn at
any time prior to the Expiration Date, and, unless theretofore accepted for
payment by Purchaser pursuant to the Improved Offer, may also be withdrawn at
any time after June 18, 2000. See Section 4 of the Offer to Purchase.
The undersigned understands that tenders of Shares pursuant to any 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 set forth in the
Improved Offer, including the undersigned's representation that the undersigned
owns the Shares being tendered.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or issue or return any
certificate(s) for Shares not tendered or not accepted for payment in the
name(s) of the registered holder(s) appearing under "Description of Shares
Tendered." Similarly, unless otherwise indicated herein under "Special Delivery
Instructions," please mail the check for the purchase price and/or any Share
Certificate(s) not tendered or not 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
completed, please issue the check for the purchase price and/or any Share
Certificate(s) not tendered or accepted for payment in the name of, and deliver
such check and/or such Share Certificates to, the person or persons so
indicated. Unless otherwise indicated herein under "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(s) of the registered holder(s) thereof if
Purchaser does not accept for payment any of the Shares so tendered.
[_]CHECK HERE IF ANY SHARE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 11.
Number of Shares represented by lost, stolen or destroyed Share
Certificates: __________________________________________________________________
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 Share To be completed ONLY if Share
Certificate(s) not tendered or Certificate(s) not tendered or
accepted for payment and/or the not accepted for payment and/or
check for the purchase price of the check for the purchase price
Shares accepted for payment are of Shares accepted for payment
to be issued in the name of are to be sent to someone other
someone other than the than the undersigned or to the
undersigned or if Shares undersigned at an address other
tendered by book-entry transfer than that shown above.
which are not accepted for
payment are to be returned by Mail:[_] Check
credit to an account maintained [_] Certificates to:
at the Book-Entry Transfer
Facility other than that Name_____________________________
designated above. (Please Print)
Issue:[_] Check Address _________________________
[_] Certificates to:
_________________________________
Name ____________________________ (Include Zip Code)
(Please Print)
_________________________________
Address _________________________ (Taxpayer Identification or
Social Security No.)
_________________________________
(Include Zip Code) (See Substitute Form W-9)
_________________________________
(Taxpayer Identification or
Social Security No.)
(See Substitute Form W-9)
Credit Shares tendered by book-
entry transfer that are not
accepted for payment to DTC to
the account set forth below.
_________________________________
(DTC Account No.)
IMPORTANT
SIGN HERE
(Complete Substitute Form W-9)
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(Signature(s) Of Shareholder(s))
Dated: , 2000
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by Share Certificates and
documents transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 5.)
Name(s) _____________________________________________________________________
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(Please Print)
Capacity (full title) _______________________________________________________
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Address _____________________________________________________________________
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number ______________________________________________
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Taxpayer Identification or Social Security No. ______________________________
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature ________________________________________________________
Name ________________________________________________________________________
(Please Print)
Name of Firm ________________________________________________________________
Address _____________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number ______________________________________________
Dated: ______________________________________________________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE IMPROVED 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) of Shares (which term, for purposes of this document,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) tendered
herewith, unless such holder(s) has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions," 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 of a recognized Medallion Program approved by the
Securities Transfer Association Inc., including the Securities Transfer Agents
Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the
New York Stock Exchange Medallion Signature Program (MSP) or any other
"eligible guarantor institution" (as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended) (each of the foregoing, an
"Eligible Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of
this Letter of Transmittal.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
shareholders either if Share Certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if tenders are to be made pursuant to
the procedure for tender by book-entry transfer set forth in Section 3 of the
Offer to Purchase. Share Certificates evidencing tendered Shares, or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of Shares
into the Depositary's account at the Book-Entry Transfer Facility, as well as
this Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date. Shareholders
whose Share Certificates are not immediately available or who cannot deliver
their Share Certificates and all other required documents to the Depositary on
or prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis may tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. Pursuant to such procedure: (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
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 (or a facsimile hereof), 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 business 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 (or a facsimile thereof) must accompany each such delivery.
The method of delivery of this Letter of Transmittal, Share Certificates and
all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and risk of the tendering shareholder, and
the 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. All
tendering shareholders, by execution of this Letter of Transmittal (or a
facsimile hereof), 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 Share
Certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.
4. Partial Tenders. (Not Applicable to Book-Entry Shareholders) If fewer
than all the Shares evidenced by any Share 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 the "Description of Shares Tendered."
In such cases, new Share Certificates for the Shares that were evidenced by
your old Share Certificates, but were not tendered by you, will be sent to you,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the Expiration Date. All Shares represented by
Share Certificates delivered to the Depositary will be deemed to have been
tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Share Certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any 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 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 Purchaser of their authority 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). In such latter case,
signatures on 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 Share Certificate(s) listed, the Share
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 on
the Share Certificate(s). Signatures on such 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 any stock transfer taxes with respect to the transfer and
sale of Shares to it or its order pursuant to the Improved Offer. If, however,
payment of the purchase price is to be made to, or if Share Certificate(s) 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
Certificate(s) 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 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 an exemption
therefrom, is submitted.
Except as otherwise 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.
7. Special Payment and Delivery Instructions. If a check 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 or returned to, a person other than the signer of
this Letter of Transmittal or if a check and/or such Share Certificates are to
be returned to a person other than the person(s) signing this Letter of
Transmittal or to an address other than that shown in this Letter of
Transmittal, the appropriate boxes on this Letter of Transmittal must be
completed. A Book-Entry Shareholder may request that Shares not accepted for
payment be credited to such account maintained at the Book-Entry Transfer
Facility as such Book-Entry Shareholder may designate under "Special Payment
Instructions." If no such instructions are given, such Shares not accepted for
payment will be returned by crediting the account at the Book-Entry Transfer
Facility designated above.
8. Waiver of Conditions. The conditions of the Improved Offer may be waived
by Purchaser, Parent or Saint-Gobain in whole or in part at any time and from
time to time in their sole discretion, subject to the terms and conditions
contained in the Agreement and Plan of Merger, dated as of June 12, 2000, among
the Company, Parent and Purchaser.
9. 31% Backup Withholding; Substitute Form W-9. Under U.S. federal income
tax law, a shareholder who tenders Shares pursuant to the Improved Offer is
required to provide the Depositary with such shareholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 and to certify that the
TIN provided on Substitute Form W-9 is correct (or that such shareholder is
awaiting a TIN). If such shareholder is an individual, the TIN is his or her
social security number. If the Depositary is not provided with the correct TIN,
such shareholder may be subject to a $50 penalty imposed by the Internal
Revenue Service and payments that are made to such shareholder with respect to
Shares pursuant to the Improved Offer may be subject to backup withholding (see
below).
A shareholder who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if such shareholder has applied for a number or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
shareholder must also complete the "Certificate of Awaiting Taxpayer
Identification Number" below in order to avoid backup withholding. Even if the
box is checked, payments made prior to the time the shareholder furnishes the
Depositary with his or her TIN will be subject to backup withholding. A
shareholder who checks the box in Part 3 in lieu of furnishing such
shareholder's TIN should furnish the Depositary with such shareholder's TIN as
soon as it is received.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
In order for a foreign individual to qualify as an exempt recipient, that
shareholder must submit a statement, signed under penalty of perjury, attesting
to that individual's exempt status (Form W-8). Forms for such statements can be
obtained from the Depositary. Shareholders are urged to consult their own tax
advisors to determine whether they are exempt from these backup withholding and
reporting requirements.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments to be made to the shareholder. 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 by filing a tax
return with the Internal Revenue Service. The Depositary cannot refund amounts
withheld by reason of backup withholding.
10. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase, the Supplement, this Letter of Transmittal and
the Notice of Guaranteed Delivery also may be obtained from the Information
Agent or the Dealer Manager or from brokers, dealers, commercial banks or trust
companies.
11. Lost, Destroyed or Stolen Certificates. If any Share Certificate has
been lost, destroyed or stolen, the shareholder should promptly notify the
Depositary. The shareholder then will be instructed as to the steps that must
be taken in order to replace the Share Certificate. This Letter of Transmittal
and related documents cannot be processed until the procedures for replacing
lost or destroyed Share Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, 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 SHAREHOLDER MUST COMPLY WITH THE PROCEDURES
FOR GUARANTEED DELIVERY.
PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Depositary
Part 1--Please provide your
TIN in box at the right and ----------------
SUBSTITUTE certify by signing and dating Social security
Form W-9 below. number
OR
----------------
Employer
identification
number
-----------------------------------------------------
Department of the Part 2--Certification--Under
Treasury Internal penalties of perjury, I certify Part 3
Revenue Service that:
Awaiting
TIN [_]
-----------------
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am
waiting for a number to be issued to me) and
Payer's Request for
Taxpayer (2) I am not subject to backup withholding
Identification Number because (a) I am exempt from backup
(TIN) withholding, or (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) in Part 2 above if you have been noti-
fied by the IRS that you are subject to backup
withholding because of under-reporting interest
or dividends on your tax return. However, if af-
ter being notified by the IRS that you were sub-
ject to backup withholding you received another
notification from the IRS stating that you are no
longer subject to backup withholding, do not
cross out such item (2).
-----------------------------------------------------
Signature: ____________________ Date: _______
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE IMPROVED 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
I certify 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 by the time of payment, 31% of all reportable payments
made to me will be withheld.
Signature ____________________________________ Date _______________________
The Information Agent for the Improved Offer is:
[LOGO OF INNISFREE]
501 Madison Avenue, 20th Floor
New York, New York 10022
Bankers and Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free: (888) 750-5834
The Dealer Manager for the Improved Offer is:
Lehman Brothers
Three World Financial Center
200 Vesey Street
New York, New York 10285
Call Collect: (212) 526-3444
June 15, 2000