EXHIBIT (A)(1)(ii)
Internet Capital Group, Inc.
Letter of Transmittal
Pursuant to the Offer to Purchase for Cash
Up to $143,000,000 Aggregate Principal Amount
of its Outstanding
5 1/2% Convertible Subordinated Notes due 2004
at a Purchase Price Not Greater than $295
Nor Less than $250
Per $1,000 Principal Amount,
Plus Accrued and Unpaid Interest Thereon
THE OFFER, PRORATION AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON AUGUST 23, 2002 UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
J.P. Morgan Trust Company, National Association
Facsimile Transmission
(for Eligible Institutions only)
(215) 972-1685
Confirm receipt of Facsimile by Telephone only:
(215) 988-1319
By Mail: By Overnight Delivery: By Hand Delivery:
P.O. Box 2320 2001 Bryan Street, 10th Floor (9:00 a.m.--5:00 p.m.
Dallas, Texas 75221-2320 Dallas, Texas 75201 New York City Time)
Attention: Institutional Trust Attention: Institutional Trust GIS Unit Trust Window,
Services Services 4 New York Plaza, 1st Floor
New York, New York
10004-2413
Attention: ITS
Securities Window
Delivery of this Letter of Transmittal to an address, or transmission via
facsimile to a number, other than as set forth above will not constitute valid
delivery.
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The instructions contained herein and in the Offer to Purchase (as defined
herein) should be read carefully before this Letter of Transmittal is completed.
List in the box entitled "Description of Notes" on page 2 hereof certificate
numbers and principal amounts of Notes being tendered and the tender price for
5 1/2% Convertible Subordinated Notes due 2004 of Internet Capital Group, Inc.
(the "Notes") at a price not greater than $295 nor less than $250 per $1,000
principal amount, plus accrued and unpaid interest thereon to, but not
including, the date of purchase.
The lowest price in the price range listed above is referred to as the
"Minimum Offer Price" for the Notes. The maximum aggregate principal amount
listed above is referred to as the "Offer Amount" for the Notes.
The CUSIP and other clearing reference number(s) for the Notes are: CUSIP
No. 46059C AA4 and ISIN No. US46059C AA 45.
List below the Notes to which this Letter of Transmittal relates and either
(a) specify the price (in multiples of $5 per $1,000 principal amount at which
the Notes are being tendered), within the range specified above for the Notes,
or (b) do not specify a price, in which case the holder will be deemed to have
specified the Minimum Offer Price for the Notes being tendered and to accept
the Purchase Price (as defined in the Offer to Purchase) determined by
Purchaser with respect to the terms of the Offer. If the space provided below
is inadequate, list the certificate numbers, principal amounts and tender
prices of the Notes being tendered on a separately executed schedule and affix
the schedule to this Letter of Transmittal.
DESCRIPTION OF NOTES TENDERED
(See Instruction 4)
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CERTIFICATES ENCLOSED
(attach signed list if necessary)
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Name(s) and
Address(es)
of Registered
holder(s) or
Name of DTC
Participant
and
Participant's
DTC Account
Number in
which Notes Principal Principal Price at
are Held Amount of Amount of Which Notes
(Please fill Certificate Notes Notes Are Being
in blank) Number(s)* Represented Tendered** Tendered***
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Indicate in this box the order (by certificate number) in which Notes are to
be purchased in the event of proration. If you do not designate an order, in
the event less than all Notes tendered are purchased due to proration, Notes
will be selected for purchase by the Depositary. Attach additional signed
list if necessary.
1st:______________ 2nd:______________ 3rd:______________ 4th:______________
* Need not be completed by holders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that the entire aggregate
principal amount, represented by the Notes specified above is being
tendered.
***Each tender price must be in multiples of $5 per $1,000 principal
amount, and within the price range for the Notes subject to the Offer.
In the event no tender price is specified, the holder will be deemed to
have tendered the Notes at the Minimum Offer Price.
The names and addresses of the holders should be printed exactly as they
appear on the certificates representing Notes tendered hereby. The Notes and
the principal amount of Notes represented that the undersigned wishes to tender
should be indicated in the appropriate boxes.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE PURCHASE PRICE PER $1,000
PRINCIPAL AMOUNT OF NOTES PURSUANT TO THE OFFER MUST VALIDLY TENDER (AND NOT
WITHDRAW) THEIR NOTES ON OR PRIOR 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST
23, 2002 UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE
EXTENDED, THE "EXPIRATION DATE").
2
[_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK- ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: ______________________________________________
Account Number with DTC: ____________________________________________________
Transaction Code Number: ____________________________________________________
[_]CHECK HERE IF NOTES ARE BEING TENDERED PURSUANT TO NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ____________________________________________
Window Ticket No. (if any): _________________________________________________
Date of Execution of Notice of Guaranteed Delivery: _________________________
Name of Institution that Guaranteed Delivery: _______________________________
If delivery is by book-entry transfer, give the following information:
Account Number of DTC: ______________________________________________________
Transaction Code Number: ____________________________________________________
By the execution hereof, the undersigned acknowledges receipt of the Offer
to Purchase, dated July 26, 2002 (the "Offer to Purchase") of Internet Capital
Group, Inc., a Delaware corporation ("Purchaser"). This Letter of Transmittal
and instructions hereto (the "Letter of Transmittal") together with the Offer
to Purchase, (and any amendments or supplements to the Offer to Purchase and
this Letter of Transmittal) constitutes the "Offer" with respect to the Notes.
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Offer to Purchase.
This Letter of Transmittal is to be used by holders if (a) certificates
representing Notes are to be physically delivered to the Depositary herewith by
holders or (b) tender of Notes is to be made by book-entry transfer to the
Depositary's account at The Depositary Trust Company ("DTC") pursuant to the
procedures set forth in the Offer to Purchase under Item 6, "Procedures for
Tendering Notes--Tender of Notes Held Through DTC," by any financial
institution that is a participant in DTC and whose name appears on a security
position listing as the owner of Notes. Delivery of documents to DTC does not
constitute delivery to the Depositary.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Offer.
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the Offer to
Purchase and this Letter of Transmittal must be directed to Credit Suisse First
Boston Corporation, the Dealer Manager for the Offer, or D. F. King & Co.,
Inc., the Information Agent, in each case at the respective addresses and
telephone numbers set forth on the back cover page of this Letter of
Transmittal. See Instruction 12 below.
Holders that are tendering by book-entry transfer to the Depositary's
account at DTC must execute the tender through the DTC Automated Tender Offer
Program ("ATOP"), for which this Offer will be eligible. DTC participants that
are accepting the Offers must transmit their acceptances to DTC, which will
verify the acceptances and execute a book-entry delivery to the Depositary's
DTC account. DTC will then send an Agent's Message to the Depositary for its
acceptance.
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Offer, the undersigned
hereby tenders to Purchaser the principal amount of the Notes indicated in the
box entitled "Description of Notes Tendered" on page 2.
Subject to, and effective upon, the acceptance for purchase of, and
payment for, the principal amount of the Notes tendered with this Letter of
Transmittal, the undersigned hereby sells, assigns and transfers to, or upon
the order of, Purchaser, all right, title and interest in and to the Notes that
are being tendered hereby, waives any and all other rights with respect to such
Notes (including without limitation, any existing or past defaults and their
consequences in respect of the Notes and the indenture under which the Notes
were issued) and releases and discharges Purchaser from any and all claims such
holders may have now, or may have in the future, arising out of, or related to,
such Notes, including without limitation, any claims that such holder is
entitled to receive additional principal or interest payments with respect to
such Notes, to participate in any redemption or defeasance of the Notes or to
be entitled to any of the benefits under the indenture. The undersigned hereby
irrevocably constitutes and appoints the Depositary as the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that the
Depositary also acts as the agent of Purchaser) with respect to such Notes,
with full power of substitution and resubstitution (such power-of-attorney
being deemed to be an irrevocable power coupled with an interest) to (a)
present such Notes and all evidences of transfer and authenticity to, or
transfer ownership of, such Notes on the account books maintained by DTC to, or
upon the order of, Purchaser, (b) present such Notes for transfer of ownership
on the books of Purchaser and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Notes.
The undersigned understands that tenders of Notes may be withdrawn or
revoked by written notice of withdrawal or revocation received by the
Depositary at any time prior to the Expiration Date, but the Purchase Price
shall not be payable in respect of Notes so withdrawn.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Notes
tendered hereby, and that when such Notes are accepted for purchase and payment
by Purchaser, Purchaser will acquire good title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim or right. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of the Notes tendered
hereby.
The undersigned understands that tenders of Notes pursuant to any of the
procedures described in the Offer to Purchase and in the instructions hereto
and acceptance thereof by Purchaser will constitute a binding agreement between
the undersigned and Purchaser.
For purposes of the Offer, the undersigned understands that Purchaser will
be deemed to have accepted for payment validly tendered Notes if, as and when
Purchaser gives written notice thereof to the Depositary.
The undersigned understands that Purchaser's obligation to accept for
payment, and to pay for, Notes validly tendered pursuant to the Offer is
subject to satisfaction of certain conditions set forth in Section 9 of the
Offer to Purchase under the caption "Conditions to the Offer." Any Notes not
accepted for payment will be returned promptly to the undersigned at the
address set forth above unless otherwise indicated herein under "Special
Delivery Instructions" below.
4
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives.
The undersigned understands that the delivery and surrender of the Notes
is not effective, and the risk of loss of the Notes does not pass to the
Depositary, until receipt by the Depositary of this Letter of Transmittal (or a
manually signed facsimile hereof) properly completed and duly executed,
together with all accompanying evidences of authority and any other required
documents in form satisfactory to Purchaser or receipt of an Agent's Message.
All questions as to the form of all documents and the validity (including time
of receipt) and acceptance of tenders and withdrawals of Notes will be
determined by Purchaser, in its sole discretion, which determination shall be
final and binding.
Unless otherwise indicated under "Special Payment Instructions" below,
please issue a check from the Depositary for the Purchase Price for any Notes
tendered hereby (together with accrued and unpaid interest thereon to, but not
including, the date of purchase) that are purchased, and/or return any
certificates representing Notes not tendered or not accepted for purchase in
the name(s) of the holder(s) appearing under "Description of Notes Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the Purchase Price (together with accrued and unpaid
interest thereon to, but not including, the date of purchase) and/or return any
certificates representing Notes not tendered or not accepted for purchase (and
accompanying documents, as appropriate) to the address(es) of the holder(s)
appearing under "Description of Notes Tendered." In the event that both the
Special Payment Instructions and the Special Delivery Instructions are
completed, please issue the check for the Purchase Price (together with accrued
and unpaid interest thereon to, but not including, the date of purchase) and/or
return any certificates representing Notes not tendered or not accepted for
purchase (and any accompanying documents, as appropriate) to the person or
persons so indicated. In the case of a book-entry delivery of Notes, please
credit the account maintained at DTC with any Notes not tendered or not
accepted for purchase. The undersigned recognizes that Purchaser does not have
any obligation pursuant to the Special Payment Instructions to transfer any
Notes from the name of the holder thereof if Purchaser does not accept for
purchase any of the Notes so tendered.
5
PLEASE SIGN HERE
(To Be Completed By All Tendering Holders
Regardless of Whether Notes Are Being Physically Delivered Herewith,
Unless an Agent's Message Is Delivered In Connection With a
Book-Entry Transfer of
Such Notes)
This Letter of Transmittal must be signed by the registered holder(s) of
Notes exactly as their name(s) appear(s) on certificate(s) for Notes or, if
tendered by the registered holder(s) of Notes exactly as such participant's
name appears on a security position listing as the owner of Notes, or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If the signature is by
a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person
must set forth his or her full title below under "Capacity" and submit
evidence satisfactory to Purchaser of such person's authority to so act. See
Instruction 5 below.
If the signature appearing below is not of the registered holder(s) of the
Notes, then the registered holder(s) must sign a valid proxy.
X ___________________________________________________________________________
X ___________________________________________________________________________
(Signature(s) of Holder(s) or Authorized Signatory)
Dated: _______________________________________________________, 2002.
Name(s): ____________________________________________________________________
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(Please Print)
Capacity: ___________________________________________________________________
Address: ____________________________________________________________________
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(Including Zip Code)
Area Code and Telephone No.: ________________________________________________
Tax Identification or Social Security Number; _______________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE
(See Instructions 1 and 6 below)
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(Name of Medallion Signature Guarantor Guaranteeing Signature)
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(Address (including zip code) and Telephone Number (including area code) of
Firm)
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(Authorized Signature)
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(Printed Name)
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(Title)
Date: _______________________________________________________ , 2002.
6
SPECIAL. PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5, 6 and 7) (See Instructions 4, 5, 6 and 7)
To be completed ONLY if certificates for Notes To be completed ONLY if certificates for Notes
not tendered or purchased and/or checks in a principal amount not tendered or not
constituting payments for Notes to be accepted for purchase and/or checks
purchased in connection with the Offer are to constituting payment for Notes to be purchased
be issued to the order of someone other than in connection with the Offer are to be sent to
the person or persons whose signature(s) someone other than the person or persons
appear(s) within this Letter of Transmittal or if whose signature(s) appear(s) within this Letter
Notes tendered hereby and delivered by book- of Transmittal or to an address different from
entry transfer which are not purchased are to that shown in the box entitled "Description of
be returned by credit to an account or the Notes Tendered" within this Letter of
Book-Entry Transfer Facility other than that Transmittal.
designated above. Mail: [_] Check
Issue: [_] Check [_] Certificate(s) to:
[_] Certificate(s) to:
Name ________________________________________
Name __________________________________________ (Please Print)
(Please Print)
Address: ____________________________________
Address: ______________________________________
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- ------------------------------------ (Please Print)
(Please Print)
------------------------------------
- ------------------------------------ Zip Code
Zip Code
Taxpayer Identification or Social Security
Number (See Substitute Form W-9 herein)
[_] Credit Notes delivered by book-entry
transfer and not purchased to the account
set forth below:
Account Number ________________________________
- ----------------------------------------------------------------------------------------------------------------
7
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. No signature guarantee is required if the Notes
tendered are tendered and delivered (a) by a registered holder of Notes (or by
a participant in DTC whose name appears on a security position listing as the
owner of such Notes) who has not completed any of the boxes entitled "Special
Delivery Instructions" on the Letter of Transmittal, or (b) for the account of
a member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. ("NASD") or a commercial bank
or trust company having an office or correspondent in the United States (each
of the foregoing being referred to as an "Eligible Institution"). If the Notes
are registered in the name of a person other than the signer of the Letter of
Transmittal or if Notes not accepted for payment or not tendered are to be
returned to a person other than the registered holder, then the signature on
this Letter of Transmittal accompanying the tendered Notes must be guaranteed
by a recognized participant in the Securities Transfer Agents Medallion Program
(a "Medallion Signature Guarantor"). Beneficial owners whose Notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if they desire to tender Notes with respect to Notes so
registered. See Item 6, "Procedures for Tendering Notes," in the Offer to
Purchase.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
holders of Notes if certificates representing such Notes are to be forwarded
herewith, or if delivery of such certificates is to be made by book-entry
transfer to the account maintained by DTC, pursuant to the procedures set forth
in the Offer to Purchase under Item 6, "Procedures for Tendering Notes." For a
holder validly to tender Notes pursuant to the Offer, a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile thereof),
together with any signature guarantees and any other documents required by
these Instructions, must be received by the Depositary at its address set forth
herein on or prior to the Expiration Date and either (a) certificates
representing such Notes must be received by the Depositary at its address or
(b) such Notes must be transferred pursuant to the procedures for book-entry
transfer described in the Offer to Purchase under Item 6, "Procedures for
Tendering Notes" and a Book-Entry Confirmation must be received by the
Depositary, in each case, on or prior to the Expiration Date.
The method of delivery of this Letter of Transmittal, the Notes and all
other required documents, including delivery through the DTC and acceptance of
Agent's Message transmitted through ATOP, is at the option and risk of the
tendering holder. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed for such documents to reach the Depositary.
No alternative, conditional or contingent tenders shall be accepted. All
tendering holders, by execution of this Letter of Transmittal (or a manually
signed facsimile thereof), waive any right to receive any notice of the
acceptance of their Notes for payment.
3. Withdrawal of Tenders; Amendment and Extension. A tender of Notes
pursuant to the Offer may be withdrawn at any time prior to the Expiration
Date, and, unless already accepted for payment by Purchaser pursuant to the
Offer, may be withdrawn at any time after 12:00 midnight, New York City time,
on September 23, 2002, but no consideration shall be payable in respect of
Notes so withdrawn. Except as otherwise provided in this Instruction 3, tenders
of Notes pursuant to the Offer are irrevocable.
If, for any reason whatsoever, acceptance for payment of, or payment for,
any Notes tendered pursuant to the Offer is delayed (whether before or after
Purchaser's acceptance for payment of Notes) or Purchaser is unable to accept
for payment or pay for the Notes tendered pursuant to the Offer, Purchaser may
(without prejudice to its rights set forth herein) instruct the Depositary to
retain tendered Notes, and such Notes may not be withdrawn (subject to Rule
14e-1(c) under the Exchange Act, which requires that the Offeror pay the
consideration or return the securities deposited by or on behalf of the
investor promptly after the termination or withdrawal of a tender offer).
8
For a withdrawal of tendered Notes to be effective, a written or facsimile
transmission notice of withdrawal must be received by the Depositary prior to
the Expiration Date at its address set forth on the cover of this Letter of
Transmittal. Any such notice of withdrawal must (a) specify the name of the
holder who tendered the Notes to be withdrawn, (b) contain the description of
the Notes to be withdrawn and identify the certificate number or numbers shown
on the particular certificates evidencing such Notes (unless such Notes were
tendered by book-entry transfer) and the aggregate principal amount represented
by such Notes, and (c) be signed by the holder of such Notes in the same manner
as the original signature on the Letter of Transmittal by which such Notes were
tendered (including any required signature guarantees), or be accompanied by
evidence sufficient to the Depositary that the person withdrawing the tender
has succeeded to the beneficial ownership of the Notes. If the Notes to be
withdrawn have been delivered or otherwise identified to the Depositary, a
signed notice of withdrawal is effective immediately upon written or facsimile
notice of such withdrawal even if physical release is not effected.
Any permitted withdrawal of tendered Notes may not be rescinded and any
Notes properly withdrawn will thereafter be deemed not validly tendered;
provided, however, that properly withdrawn Notes may be re-tendered, by again
following one of the appropriate procedures described in Item 6, "Procedures
for Tendering Notes" in the Offer to Purchase, at any time on or prior to the
Expiration Date.
Any Notes that have been tendered pursuant to the Offer but that are not
purchased will be returned to the holder thereof without cost to such holder as
soon as practicable following the earlier to occur of the Expiration Date or
the date on which that Offer is terminated without any Notes being purchased
thereunder.
All questions as to the validity, form and eligibility (including time of
receipt) of notices of withdrawal will be determined by Purchaser, in
Purchaser's sole discretion (whose determination shall be final and binding).
None of Purchaser, the Depositary, the Dealer Manager, the Information Agent,
nor any other person will be under any duty to give notification of any defects
or irregularities in any notice of withdrawal, or incur any liability for
failure to give any such notification.
If Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
Purchaser will disseminate additional materials relating to the Offer and
extend the Offer to the extent required by law. In addition, Purchaser may, if
it deems appropriate, extend the Offer for any other reason. In addition, if
the consideration to be paid in the Offer is increased or decreased or the
principal amount of Notes subject to the Offer is increased or decreased, that
Offer will remain open at least 10 business days from the date Purchaser first
gives notice of such increase or decrease to holders of Notes subject to the
Offer, by press release or otherwise.
4. Partial Tenders. Tenders of Notes pursuant to the Offer will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. If
less than the entire principal amount of any Notes evidenced by a submitted
certificate is tendered, the tendering holder must fill in the principal amount
tendered in the last column of the box entitled "Description of Notes Tendered"
herein. The entire principal amount represented by the certificates for all
Notes delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Notes is not
tendered or not accepted for purchase, certificates for the principal amount of
Notes not tendered or not accepted for purchase will be sent (or, if tendered
by book-entry transfer, returned by credit to the account at DTC designated
herein) to the holder unless otherwise provided in the appropriate box in this
Letter of Transmittal (see Instruction 6) promptly after the Notes are accepted
for purchase.
5. Signatures on this Letter of Transmittal, Bond Powers and Endorsement;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered holder(s) of the Notes tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificate(s)
without alteration, enlargement or any change whatsoever. If this Letter of
Transmittal is signed by a participant in DTC whose name is shown as the owner
of the Notes tendered hereby, the signature must correspond with the name shown
on the security position listing the owner of the Notes.
9
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A HOLDER OF NOTES WHO IS NOT
THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID PROXY, WITH
THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A MEDALLION SIGNATURE
GUARANTOR, UNLESS THE SIGNATURE IS THAT OF AN ELIGIBLE INSTITUTION.
If any of the Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign the Letter of Transmittal. If any
tendered Notes are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal and any necessary accompanying documents as there are
different names in which certificates are held.
If this Letter of Transmittal is signed by the registered holder, the
certificates for any principal amount of Notes not tendered or accepted for
purchase are to be issued (or if any principal amount of Notes that is not
tendered or not accepted for purchase is to be reissued or returned) to or, if
tendered by book-entry transfer, credited to the account at DTC of the
registered holder, and checks constituting payments for Notes to be purchased
in connection with the Offer are to be issued to the order of the registered
holder, then the registered holder need not endorse any certificates for
tendered Notes, nor provide a separate bondpower. In any other case (including
if this Letter of Transmittal is not signed by the registered holder), the
registered holder must either properly endorse the certificates for Notes
tendered or transmit a separate properly completed bond power with this Letter
of Transmittal (in either case, executed exactly as the name(s) of the
registered holder(s) appear(s) on such Notes, and, with respect to a
participant in DTC whose name appears on a security position listing as the
owner of Notes, exactly as the name(s) of the participant(s) appear(s) on such
security position listing), with the signature on the endorsement or bond power
guaranteed by a Medallion Signature Guarantor, unless such certificates or bond
powers are executed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificates of Notes or bond 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. The
proper evidence satisfactory to Purchaser of their authority to so act must be
submitted with this Letter of Transmittal.
When this Letter of Transmittal is signed by the registered holder(s) of
the Notes listed and transmitted hereby, no endorsements of Notes or separate
instruments of transfer are required unless payment is to be made, or Notes not
tendered or purchased are to be issued, to a person other than the registered
holder(s), in which case the signatures on such Notes or instruments of
transfer must be guaranteed by a Medallion Signature Guarantor.
Endorsements on certificates for Notes, signatures on bond powers and
proxies provided in accordance with this Instruction 5 by registered holders
not executing this Letter of Transmittal must be guaranteed by a Medallion
Signature Guarantor. See Instruction 1.
6. Special Payment and Special Delivery Instructions. Tendering holders
should indicate in the applicable box or boxes the name and address to which
Notes for principal amounts not tendered or not accepted for purchase or checks
constituting payments for Notes to be purchased in connection with the Offer
are to be issued or sent, if different from the name and address of the
registered holder signing this Letter of Transmittal. In the case of issuance
in a different name, the taxpayer identification or social security number of
the person named must also be indicated. If no instructions are given, Notes
not tendered or not accepted for purchase will be returned to the registered
holder of the Notes tendered. For holders of Notes tendering by book-entry
transfer, Notes not tendered or not accepted for purchase will be returned by
crediting the account at DTC designated above.
7. Backup Withholding; Substitute Form W-9; Form W-8. Each tendering holder
is required to provide the Depositary with the holder's correct taxpayer
identification number ("TIN"), generally the holder's social security or
federal employer identification number, on the Substitute Form W-9, which is
provided under "Important Tax Information" below or, alternatively, to
establish another basis for exemption from backup withholding. A holder must
cross out item (2) in the Certification box on Substitute Form W-9
10
if such holder is subject to backup withholding. Failure to provide the
information on the form may subject the tendering holder to a $50 penalty
imposed by the Internal Revenue Service and to applicable federal income tax
backup withholding on the payment made to the holder or other payee with
respect to Notes purchased pursuant to the Offer. The box in Part 3 of the form
should be checked if the tendering holder 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, the
Depositary will withhold the applicable backup withholding amount from all such
payments with respect to the Notes to be purchased until a TIN is provided to
the Depositary. In any case, 60 days after the Payment Date the Depositary will
remit the withheld amount to the Internal Revenue Service ("IRS"). Each
tendering holder that is a foreign person, including entities, must submit an
appropriate properly completed IRS Form W-8BEN, W-8ECI, W-8EXP or W-8IMY ("Form
W-8") certifying, under penalties of perjury, to such holder's foreign status
in order to establish an exemption from backup withholding. An appropriate form
W-8 can be obtained from the Information Agent or from the IRS electronically
by means of its home page on the Internet at "www.irs.gov."
8. Transfer Taxes. Purchaser will pay all transfer taxes applicable to the
purchase and transfer of Notes pursuant to the Offer except in the case of
deliveries of certificates for Notes for principal amounts not tendered or not
accepted for payment that are registered or issued in the name of any person
other than the registered holder of Notes tendered hereby. Except as provided
in this Instruction 8, it will not be necessary for transfer stamps to be
affixed to the certificates listed in this Letter of Transmittal.
9. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any tendered Notes pursuant to
any of the procedures described above will be determined by Purchaser in
Purchaser's sole discretion (whose determination shall be final and binding).
Purchaser reserves the right to reject any or all tenders of any Notes
determined by it not to be in proper form or if the acceptance for payment of,
or payment for, such Notes may, in the opinion of Purchaser's counsel, be
unlawful. Purchaser also reserves the absolute right, in its sole discretion,
to waive any of the conditions of the Offer or to waive any defect or
irregularity in any tender with respect to Notes of any particular holder,
whether or not similar defects or irregularities are waived in the case of
other holders. Purchaser's interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal and the Instructions thereto) will
be final and binding. None of Purchaser, the Depositary, the Dealer Manager,
the Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or will incur any
liability for failure to give any such notification. If Purchaser waives its
right to reject a defective tender of Notes, the holder will be entitled to the
Purchase Price.
10. Waiver of Conditions. Purchaser expressly reserves the absolute right,
in its sole discretion, to waive any of the conditions to the Offer in the case
of any Notes tendered, in whole or in part, at any time and from time to time.
11. Mutilated, Lost, Stolen, or Destroyed Certificates for Notes. If a
holder desires to tender Notes, but the certificates for Notes have been
mutilated, lost, stolen or destroyed, such holder should contact J.P. Morgan
Trust Company, National Association at 1650 Market Street, Suite 5210,
Philadelphia, PA 19103 by telephone at (215) 988-1319 or by facsimile at (215)
972-1685 to receive information about the procedures for obtaining replacement
certificates for Notes.
12. Requests for Assistance or Additional Copies. Questions relating to the
procedure for tendering Notes and requests for assistance or additional copies
of the Offer to Purchase and this Letter of Transmittal may be directed to, and
additional information about the Offer may be obtained from, either the Dealer
Manager or the Information Agent, whose addresses and telephone numbers appear
on the last page hereto.
11
IMPORTANT TAX INFORMATION
Under federal income tax laws, a holder whose tendered Notes are accepted
for payment is required to provide the Depositary (as payor) with such holder's
correct TIN on substitute Form W-9 below or otherwise establish a basis for
exemption from backup withholding. If such holder is an individual, the TIN is
his or her social security number or individual taxpayer identification number,
as the case may be. If the Depositary is not provided with the TIN, a $50
penalty may be imposed by the Internal Revenue Service, and payments made with
respect to Notes purchased pursuant to the Offer may be subject to backup
withholding. Failure to comply truthfully with the backup withholding
requirements also may result in the imposition of severe criminal and/or civil
fines and penalties.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding requirements.
Exempt holders should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the
Depositary. A foreign person, including entities, may qualify as an exempt
recipient by submitting to the Depositary an appropriate, properly completed
Internal Revenue Service Form W-8 signed under penalties of perjury, certifying
to that holder's foreign status. An appropriate Form W-8 can be obtained from
the Information Agent. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
If backup withholding applies, the Depositary is required to withhold the
applicable backup withholding amount of any payments made to the holder or
other payee. Backup withholding is not an additional federal income tax.
Rather, the federal income 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 from the Internal
Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments made with respect to Notes
purchased pursuant to the Offer, the holder is required to provide the
Depositary with either (i) the holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such holder is awaiting a TIN) and that (a) the holder has not been
notified by the Internal Revenue Service that the holder 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 holder that the holder is no
longer subject to backup withholding; or (ii) an adequate basis for exemption.
What Number to Give the Depositary
The holder is required to give the Depositary the TIN (e.g., social
security number, individual taxpayer identification number or employer
identification number) of the registered holder of the Notes. If the Notes are
held in more than one name or are held 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.
12
PAYOR'S NAME: J.P. Morgan Trust Company, National Association
SUBSTITUTE Part 1--PLEASE PROVIDE Social Security Number
FORM W-9 YOUR TIN IN THE (or Individual Taxpayer
BOX AT RIGHT AND Identification Number)
CERTIFY BY (If awaiting TIN, write "Applied
SIGNING AND For")
DATING BELOW or
Employer Identification Number
(If awaiting TIN, write "Applied
For") ____________________________
---------------------------------------------------------------------
Department of the Part 2 -- Certification -- Under Part 3 --
Treasury Penalties of Perjury, I Certify
Internal Revenue Service that: Awaiting TIN [_]
Payer's Request for (1) The number shown on this
Taxpayer Identification form is my correct Taxpayer
Number (TIN) Identification Number (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)
- --------------------------------------------------------------------------------
Certificate instructions -- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding
because of under reporting interest or dividends on you tax return. However,
if after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE__________________________________ DATE ____________, 2002
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING 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
I certify under penalty 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 60
days of the Payment Date the withholding amount will be remitted to the IRS.
SIGNATURE__________________________________ DATE ____________, 2002
13
Any questions or requests for assistance or additional copies of this Letter
of Transmittal or the Offer to Purchase may be directed to the Information
Agent or the Dealer Manager at the telephone numbers and locations listed
below. You may also contact your broker, dealer, commercial bank or trust
company or nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 859-8508
The Dealer Manager for the Offer is:
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
Toll Free: (800) 820-1653
or
Call Collect: (212) 325-5415