Exhibit (a)(2) to Schedule TO-T
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LETTER OF TRANSMITTAL
TO TENDER SHARES OF CLASS A COMMON STOCK
(Including the Associated Preferred Stock Purchase Rights)
of
INTERSTATE HOTELS CORPORATION
PURSUANT TO THE OFFER TO PURCHASE,
DATED APRIL 3, 2002
by
SHANER HOTEL GROUP LIMITED PARTNERSHIP
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M. PITTSBURGH, PENNSYLVANIA, TIME ON FRIDAY, MAY 10, 2002,
UNLESS THE OFFER IS EXTENDED.
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The Depositary for the Offer is:
MANUFACTURERS AND TRADERS TRUST COMPANY
Facsimile Copy Number: 716.842.5867
Confirm by Telephone: 716.842.4640
By First Class Mail, by Overnight Courier, By Hand:
MANUFACTURERS AND TRADERS TRUST COMPANY
Attention: Corporate Trust Administration
One M & T Plaza, 7/th/ Floor
Buffalo, New York 14203
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE 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.
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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, EXACTLY AS NAME(S) SHARE(S) TENDERED
AND SHARES TENDERED APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED SCHEDULE IF NECESSARY)
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TOTAL NUMBER
OF SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATES 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.
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[ ] CHECK HERE IF YOU HAVE LOST YOUR CERTIFICATE(S) FOR COMMON SHARES OF
INTERSTATE HOTELS CORPORATION AND REQUIRE ASSISTANCE WITH RESPECT TO
REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION 3.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER SHOULD BE READ CAREFULLY BEFORE
THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by Shareholders if either (a)
certificates evidencing Shares ("Share Certificates") are to be forwarded
herewith, or (b) delivery of Shares is to be made by book-entry transfer to any
of the accounts maintained by The Depositary at the Depository Trust Company
("DTC" or the "Book-Entry Transfer Facility") pursuant to the procedure set
forth in Section 2, "Procedure for Tendering Shares" of the Offer to Purchase.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY. Unless the Rights are redeemed, holders of the
Shares will also be required to tender one Right for each Share tendered in
order to effect a valid tender of such Shares.
Shareholders whose Share Certificates are not immediately available or who
cannot deliver Share Certificates or deliver confirmation of the book-entry
transfer of their Shares into the Depositary's account at the Book-Entry
Transfer Facility and all other documents required hereby to the Depositary
prior to 5:00 p.m., Pittsburgh, Pennsylvania, time, on the Expiration Date may
nevertheless tender their Shares according to the guaranteed delivery procedures
set forth in Section 2, "Procedure for Tendering Shares," of the Offer to
Purchase. See Instruction 2 below. Delivery of documents to the Book-Entry
Transfer Facility 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 THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ____________________________________________
Account Number:_______________ Transaction Code Number: _________________
If the tendered Shares are being tendered by a Nominee Holder on behalf of its
customers, please state the number of customer accounts for whose benefit the
tender is made:
[ ] 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 Owner(s):_____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
Account Number (if delivered by book-entry transfer):_______________________
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING DOCUMENTS CAREFULLY.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Shaner Hotel Group Limited Partnership, a
Delaware limited partnership (the "Purchaser") the above described shares of
common stock (the "Shares") of Interstate Hotels Corporation, a Maryland
corporation (the "Company"), including the associated Preferred Stock Purchase
Rights (the "Rights") issued pursuant to the Shareholders Rights Agreement,
dated as of July 8, 1999 and amended as of August 31, 2000 (as so amended, the
"Rights Agreement") between the Company and American Stock Transfer and Trust
Company, as Rights Agent (the "Rights Agent"), at a price of $3.00 per share,
net to the seller in cash, without interest thereon (the "Offer Price"), upon
the terms and subject to the conditions set forth in this Offer to Purchase and
in the related Letter of Transmittal (which, as amended from time to time,
together constitute the "Offer to Purchase" or "Offer"). Unless the Rights are
redeemed by the Company, a tender of the Shares will also constitute a tender of
the associated Rights. If a Distribution Date (as defined in the Rights
Agreement) has occurred, certificates representing a number of Rights equal to
the number of Shares being tendered must be delivered to the Depositary in order
for such Shares to be validly tendered. If a Distribution Date has occurred, a
tender of Shares without Rights constitutes an agreement by the tendering
Shareholders to deliver certificates representing a number of Rights equal to
the number of Shares tendered pursuant to the Offer to the Depositary within
three Nasdaq trading days after the date such certificates are distributed. The
Purchaser reserves the right to require that it receive such certificates prior
to accepting Shares for payment. If a Distribution Date has occurred, unless the
Rights are redeemed prior to the Expiration Date, Shareholders who sell their
Rights separately from their Shares and do not otherwise acquire Rights, may not
be able to satisfy the requirements of the Offer for the tender of Shares. The
Purchaser will not pay any additional consideration for the Rights tendered
pursuant to this Offer. Unless the context requires otherwise, all references
herein to the Shares shall include the associated Rights, and all references to
the Rights shall include all benefits that may inure to the holders of the
Rights pursuant to the Rights Agreement.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms and
conditions of the extension or amendments), the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Purchaser all right, title
and interest in and to all the Shares that are being tendered hereby and that
are being accepted for purchase pursuant to the Offer (and any and all
dividends, distributions, other Shares or other securities or rights issued or
issuable in respect of such Shares on or after the Expiration Date) and
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares (and any
such dividends, distributions, other Shares or securities or rights), with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to (a) deliver Share Certificates (and any such
other dividends, distributions, other Shares or securities or rights) or
transfer ownership of such Shares (and any such other dividends, distributions,
other Shares or securities or rights), together, in either such case, with all
accompanying evidences of
4
transfer and authenticity to or upon the order of the Purchaser, upon receipt by
the Depositary, as the undersigned's agent, of the Purchase Price, (b) present
such Shares (and any such other dividends, distributions, other Shares or
securities or rights) for transfer on the books of the Purchaser, and (c)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares (and any such other dividends, distributions, other Shares or
securities or rights), all in accordance with the terms of the Offer.
The undersigned understands that if more than 2,465,322 Shares are validly
tendered and not withdrawn prior to the Expiration Date, Purchaser will accept
for payment and pay for only 2,465,322 Shares on a pro rata basis (with
appropriate adjustment to avoid purchase of fractional Shares) based on the
number of Shares properly tendered by each Shareholder prior to the Expiration
Date.
The undersigned hereby irrevocably appoints designees of the Purchaser as
the attorneys and proxies of the undersigned, each with full power of
substitution, to exercise all voting and other rights of the undersigned in such
manner as each such attorney and proxy or his substitute shall in his sole
discretion deem proper, with respect to all of the Shares tendered hereby which
have been accepted for payment by the Purchaser prior to the time of any vote or
other action (and any and all other Shares or other securities issued or
issuable in respect thereof on or after the date hereof), at any meeting of
shareholders of the Company (whether annual or special and whether or not an
adjourned meeting), by written consent or otherwise. This proxy is irrevocable
and is granted in consideration of, and is effective upon, the acceptance for
payment of such Shares by the Purchaser in accordance with the terms of the
Offer. Such acceptance for payment shall revoke any other proxy or written
consent granted by the undersigned at any time with respect to such Shares (and
all such other Shares or securities), and no subsequent proxies will be given or
written consents will be executed by the undersigned (and if given or executed,
will not be deemed to be effective).
The undersigned hereby represents and warrants that: (a) the undersigned
has full power and authority to tender, sell, assign and transfer the tendered
Shares (and any and all dividends, distributions, other Shares or other
securities or rights issued or issuable in respect of such Shares on or after
the Expiration Date); (b) when and to the extent the Purchaser accepts the
Shares for purchase, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
proxies, encumbrances 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 deemed by the Depositary or the
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the tendered Shares (and any and all dividends, distributions, other
Shares or securities or rights issued or issuable in respect of such Shares on
or after the Expiration Date); and (d) the undersigned has read and agreed to
all of the terms of the Offer.
5
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.
Shares tendered pursuant to the Offer may not except in accordance with Section
3, "Withdrawal Rights," of the Offer to Purchase. After the Expiration Date,
tenders made pursuant to the Offer to Purchase will be irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 2, "Procedure for Tendering Shares,"
of the Offer to Purchase and in the Instructions hereto will constitute a
binding agreement between the undersigned and the Purchaser upon the terms and
subject to the conditions of the Offer.
The undersigned recognizes that under certain circumstances set forth in
the Offer, the Purchaser may not be required to purchase any of the Shares
tendered hereby, or may accept for purchase fewer than all of the Shares
tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please return any certificates for Shares not tendered or accepted for payment
(and accompanying documents, as appropriate) in the name(s) of the registered
holder(s) appearing under "Description of Shares Tendered." Similarly, unless
otherwise indicated under "Special Delivery Instructions," please return any
certificates for Shares not tendered or accepted for payment (and accompanying
documents, as appropriate) to the address of the registered holder(s) appearing
under "Description of Shares Tendered." In the event that either the Special
Delivery Instructions or the Special Payment Instructions are completed, please
return such certificates to the person or persons so indicated. The undersigned
recognizes that the Purchaser has no obligation pursuant to the Special Payment
Instructions to transfer any Shares from the name of the registered holder
thereof if the Purchaser does not accept for payment any of the Shares so
tendered. The undersigned further recognizes that the Special Payment
Instructions and the Special Delivery Instructions are not applicable to Shares
tendered by book-entry transfer.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 6, 7, 8 AND 9)
To be completed ONLY if certificates for Shares not tendered or not
purchased are to be issued in the name of and sent to someone other than the
undersigned.
Issue [ ] check and/or [ ] Share Certificate(s) to:
Name
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(PLEASE PRINT)
Address
- ---------------------------------
- ---------------------------------
(CITY, STATE, ZIP CODE)
6
Complete Payer Substitute Form W-9
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6, 7, 8 AND 9)
To be completed ONLY if certificates for Shares not tendered or not
purchased are to be issued in the named undersigned, but sent to someone other
than the undersigned at an address other than that shown under "Description of
Shares Tendered."
Mail [ ] check and/or [ ] Share Certificate(s) to:
Name
- ---------------------------------
(PLEASE PRINT)
Address
- ---------------------------------
- ---------------------------------
(CITY, STATE, ZIP CODE)
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SIGN HERE
(IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN.)
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(SIGNATURE(S) OF SHAREHOLDER(S))
Dated:
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(Must be signed by the registered holder(s) exactly as names(s) appear(s) on
certificate(s) for the Shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificate(s) and documents
transmitted herewith. If signature is by attorney-in-fact, executor,
administrator, trustee, guardian, agent, officer of a corporation or another
person acting in a fiduciary or representative capacity, please provide the
following information. See Instruction 6.)
Name(s):
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(PLEASE PRINT)
Capacity (Full Title):
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Address:
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(CITY) (STATE) (ZIP CODE)
Area Code and Telephone Number:
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Taxpayer Identification or Social Security Number:
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8
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
Authorized Signature(s):
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Name:
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(PLEASE PRINT)
Name of Firm:
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Address:
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(CITY) (STATE) (ZIP CODE)
Dated:
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9
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SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number
FORM W-9 THE RIGHT AND CERTIFY BY SIGNING AND DATING or -------------------
BELOW Employer Identification Number
(If awaiting TIN, write "Applied
For" and check the box in Part III)
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DEPARTMENT OF THE TREASURY PART II -- For Payees exempt from backup PART III -- Awaiting TIN [ ]
INTERNAL REVENUE SERVICE withholding, see the enclosed Guidelines for
Certification of Taxpayer Identification Number
PAYER'S REQUEST FOR TAXPAYER on Substitute Form W-9 and complete as
IDENTIFICATION NUMBER ("TIN") instructed therein.
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CERTIFICATION. Under penalties of perjury, I certify that:
1. The number shown on this form is my correct TIN (or I
am waiting for a number to be issued to me); and
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 ("IRS") that I
am subject to backup withholding as a result of failure
to report all interest or dividends or (c) the IRS has
notified me that I am no longer subject to backup
withholding; and
3. I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTION. -- You must cross out item 2
above if you have been notified by the IRS that you are
currently subject to backup withholding because you failed
to report all interest and dividends on your tax return.
SIGNATURE _______________________________ DATE_______________
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 27% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder of the 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 has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions"
herein, or (ii) if 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. ("NASD"), a commercial bank, credit union, savings
association or trust company having an office, branch or agency in the United
States, or other entity which is a member in good standing of a stock transfer
association's approved medallion program (each being hereinafter referred to as
an "Eligible Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be used only (a) if
certificates are to be forwarded herewith, or (b) if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
Section 2, "Procedure for Tendering Shares," of the Offer to Purchase.
Certificates for all physically tendered Shares, or confirmation of a book-entry
transfer in the Depositary's account at the Book-Entry Transfer Facility of
Shares tendered by book entry transfer, together, in each case, with a properly
completed and duly executed Letter of Transmittal with any required signature
guarantees, 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 received by the Depositary prior to 5:00 p.m., Pittsburgh,
Pennsylvania, time, on the Expiration Date. Shareholders whose certificates are
not immediately available or who cannot deliver Shares and all other required
documents to the Depositary prior to 5:00 p.m., Pittsburgh, Pennsylvania, time,
on the Expiration Date, or whose Shares cannot be delivered on a timely basis
pursuant to the procedures for book-entry transfer prior to the Expiration Date,
may tender their Shares by or through any Eligible Institution by properly
completing and duly executing and delivering a Notice of Guaranteed Delivery,
which must be received by the Depositary prior to the Expiration Date, and by
otherwise complying with the guaranteed delivery procedures set forth in Section
2, "Procedure for Tendering Shares," of the Offer to Purchase. Pursuant to such
procedures, the certificates for all physically tendered Shares, or confirmation
of book-entry transfer, as the case may be, as well as a properly completed and
duly executed Letter of Transmittal, and all other documents required by this
Letter of Transmittal must be received by the Depositary within three business
days after receipt by the Depositary of such Notice of Guaranteed Delivery, as
provided in Section 2, "Procedure for Tendering Shares," of the Offer to
Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-
ENTRY TRANSFER FACILITY, IS AT
11
THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND EXCEPT AS OTHERWISE
PROVIDED IN THIS INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE SHAREHOLDER
HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF TRANSMITTAL, CERTIFICATES AND ANY
OTHER DOCUMENTS TO BE TIMELY DELIVERED.
No alternative, conditional or contingent tenders will be accepted, except
as may be permitted in the Purchaser's Offer to Purchase. All tendering
Shareholders, by execution of this Letter of Transmittal, waive any right to
receive any notice of the acceptance for payment of Shares.
3. LOST CERTIFICATES. In the event that any Shareholder is unable to
deliver to the Depositary the Purchaser Certificate(s) representing his, her or
its Shares due to the loss or destruction of such Certificate(s), such fact
should be indicated on the face of this Letter of Transmittal. In such case, the
Shareholder should also contact the Depositary, at their number 716.842.4640, to
report the lost securities. The Depositary will forward additional documentation
which such Shareholder must complete in order to effectively surrender such lost
or destroyed Certificate(s) (including affidavits of loss and indemnity bonds in
lieu thereof). There may be a fee in respect of lost or destroyed Certificates,
but surrenders hereunder regarding such lost certificates will be processed only
after such documentation has been submitted to and approved by the Depositary.
4. INADEQUATE SPACE. If the space provided under "Description of Shares
Tendered" is inadequate, the certificate numbers and/or number of Shares should
be listed on a separate signed schedule attached hereto.
5. PARTIAL TENDERS AND UNPURCHASED SHARES. (NOT APPLICABLE TO SHAREHOLDERS
WHO TENDER BY BOOK-ENTRY TRANSFER) 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 column entitled "Number of Shares Tendered." In
such case, a new Share Certificate for the remainder of the Shares evidenced by
the old Share Certificate(s) will be issued and sent to the registered holder,
unless otherwise specified in the "Special Payment Instructions" or "Special
Delivery Instructions" boxes in this Letter of Transmittal, as soon as
practicable after the Expiration Date. All Shares represented by Share
Certificates listed and delivered to the Depositary are deemed to have been
tendered unless otherwise indicated.
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6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond exactly with the
name(s) on the face of the certificates.
If any of the tendered Shares are held of record by two or more joint
holders, all such holders must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several Share
Certificates, it will be necessary to complete, sign and submit as many Letters
of Transmittal as there are different registrations of Share Certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made, or the Share
Certificates not tendered or purchased are to be issued, to a person other than
the registered holder(s), in which case the endorsements or signatures on the
stock powers, as the case may be, must be signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates. Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution. See
also Instruction 1.
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, agents,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence satisfactory to the Purchaser of their authority to so
act.
If this Letter of Transmittal is signed by a person(s) other than the
registered holder(s) of the certificates listed and transmitted hereby, the
certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name or names of the registered holder(s)
appear on the certificates. Signatures on such certificates of stock powers must
be guaranteed by an Eligible Institution. See also Instruction 1.
7. STOCK TRANSFER TAXES. Except as set forth in this Instruction 7, no
stock transfer tax stamps need accompany this Letter of Transmittal, and the
Purchaser will pay all stock transfer taxes, if any, with respect to the
transfer and sale of Shares to it pursuant to the Offer. If, however, payment of
the purchase price is to be made to, or (in the circumstances permitted by the
Purchaser's Offer to Purchase) if Shares not tendered or not purchased are to be
registered in the name of any person other than the registered holder, or if
tendered Share Certificates are registered in the name of any person other than
the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder or such other person)
payable on account of the transfer to such person will be deducted from the
Purchase Price, unless satisfactory evidence of the payment of such taxes, or
exemption therefrom, is submitted.
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8. TENDER OF MORE THAN 2,465,322 SHARES. If more than 2,465,322 Shares are
duly tendered prior to the expiration of the Offer (and not timely withdrawn),
the Purchaser will purchase Shares from tendering Shareholders, in accordance
with the terms and conditions specified in the Offer to Purchase, on a pro rata
basis (disregarding fractions), in accordance with the number of Shares duly
tendered by each Shareholder during the period the Offer is open (and not timely
withdrawn), unless the Purchaser determines not to purchase any Shares. Share
Certificates representing Shares tendered but not purchased will be returned
promptly following the termination, expiration or withdrawal of the Offer,
without further expense to the tendering Shareholder.
9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the Purchase
Price of any Shares tendered is to be issued, Share Certificates for Shares not
tendered or not purchased are to be issued in the name of a person other than
the person signing this Letter of Transmittal or if such check or any such Share
Certificates are to be sent to someone other than the person signing this Letter
of Transmittal or to the person signing this Letter of Transmittal at an address
other than that shown above, the boxes captioned "Special Payment Instructions"
and/or "Special Delivery Instructions" on this Letter of Transmittal should be
completed.
10. DETERMINATION OF PROPER TENDER. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by the Purchaser, in its sole discretion, which
determination shall be final and binding. The Purchaser reserves the absolute
right to reject any or all tenders of any particular Shares (i) determined by it
not to be in proper form, or (ii) the acceptance of or payment for which may, in
the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves
the absolute right to waive any of the conditions of the Offer, in whole or in
part, or any defect or irregularity in tender of any particular Shares, and the
Purchaser's interpretations of the terms and conditions of the Offer (including
these instructions) shall be final and binding. No tender of Shares will be
deemed to be properly made until all defects and irregularities have been cured
or waived. None of the Purchaser, the Depositary, the Information Agent or any
other person shall be obligated to give notice of defects or irregularities in
tenders, nor shall any of them incur any liability for failure to give any such
notice.
11. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Requests for assistance
may be directed to, and additional copies of the Purchaser's Offer to Purchase,
the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained
from, the Information Agent at the address set forth at the end of this Letter
of Transmittal, or from your broker, dealer, commercial bank, trust company, or
other nominee. The Information Agent will also provide Shareholders, upon
request, with a Certificate of Foreign Status (Form W-8).
12. SUBSTITUTE FORM W-9. Each Shareholder that desires to participate in
the Offer must, unless an exemption applies, provide the Depositary with the
Shareholder's taxpayer identification number on the Substitute Form W-9 set
forth in this Letter of Transmittal, with the required certifications being made
under penalties of perjury. If the Shareholder is an individual, the Taxpayer
Identification Number ("TIN") is his or her Social Security Number. If the
Depositary is not provided with the correct TIN, the Shareholder may be subject
to a $50.00
14
penalty imposed by the Internal Revenue Service in addition to being subject to
backup withholding. In addition, any cash payments that are made to such
Shareholder with respect to the Shares purchased pursuant to the Offer may be
subject to backup withholding of 27%. Backup withholding is not an additional
tax. Rather, the U.S. federal income tax liability of persons subject to backup
withholding may result in an overpayment of taxes for which a refund may be
obtained by the Shareholder from the Internal Revenue Service.
Certain Shareholders (including, among others, most corporations and
certain foreign persons) are exempt from backup withholding requirements. To
qualify as an exempt recipient on the basis of foreign status, such Shareholder
must submit a properly executed Certificate of Foreign Status (Form W-8), signed
under penalties of perjury, attesting to that person's exempt status. Forms of
such statements can be obtained from the Information Agent. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
Shareholders are required to give the Depositary the taxpayer
identification number of the record owner of the Shares. If the Shares are
registered 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.
To prevent backup withholding on any cash payments that are made to a
Shareholder tendering Shares pursuant to the Offer, each Shareholder that is a
U.S. person is required to give the Depository a correct Taxpayer Identification
Number ("TIN") on the Substitute Form W-9, and to certify, under penalties of
perjury, that such number is correct and that such Shareholder is not subject to
backup withholding of federal income tax. If a tendering Shareholder has been
notified by the Internal Revenue Service that such Shareholder is subject to
backup withholding, such Shareholder must cross out item 2 of the Certification
box of the Substitute Form W-9, unless such Shareholder has since been notified
by the Internal Revenue Service that such Shareholder is no longer subject to
backup withholding. Failure to provide the information on the Substitute Form
W-9 or, in the case of a non-U.S. Shareholder, Form W-8, may subject the
tendering Shareholder to 27% federal income tax withholding on the payment of
the purchase price of all Shares purchased from such Shareholder. If the
tendering Shareholder has not been issued a TIN and has applied for one or
intends to apply for one in the near future, such Shareholder should check the
box "Awaiting TIN" in Part III of the Substitute Form W-9, and sign and date the
Substitute Form W-9. If the box is checked in Part III and the Depository is not
provided with a TIN within 60 days, the Depository will withhold 27% on all
payments of the purchase price to such Shareholder until a TIN is provided to
the Depository.
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EACH SHAREHOLDER SHOULD CONSULT HIS, HER OR ITS TAX ADVISER AS TO
QUALIFICATION FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE
PROCEDURE FOR OBTAINING AN EXEMPTION.
IMPORTANT: THIS LETTER OF TRANSMITTAL PROPERLY COMPLETED AND DULY EXECUTED
(TOGETHER WITH CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS) OR THE
PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO 5:00 P.M., PITTSBURGH, PENNSYLVANIA, TIME,
ON FRIDAY, MAY 10, 2002.
The Information Agent for the Offer is:
N.S. TAYLOR & ASSOCIATES, INC.
15 North Street, 2nd Floor
Dover-Foxcroft, Maine 04426
Banks and Brokers Call Collect: 207.564.8700
All Others Call Toll-Free: 866.470.4500
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