EXHIBIT 99
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
WEATHERFORD NATIONAL BANCSHARES, INC.
PURSUANT TO THE OFFER FOR ALL OUTSTANDING SHARES OF
COMMON STOCK OF
WEATHERFORD NATIONAL BANCSHARES, INC. BY
FIRST FINANCIAL BANKSHARES, INC.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
ABILENE, TEXAS TIME, ON JANUARY 17, 1996
UNLESS EXTENDED (THE "EXPIRATION DATE").
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PURSUANT TO THE OFFERING CIRCULAR/PROSPECTUS DATED DECEMBER 15, 1995
TO: TRUST DEPARTMENT OF FIRST NATIONAL BANK OF ABILENE, The Exchange Agent
BY HAND, MAIL OR OVERNIGHT COURIER:
Trust Department
First National Bank of Abilene
Third Floor
400 Pine Street
Abilene, Texas 79601
FOR INFORMATION CALL: (915) 675-7003
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
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.
The undersigned acknowledges that he or she has received the Offering
Circular/Prospectus dated December 15, 1995 (the "Prospectus") of First
Financial Bankshares, Inc. ("First Financial") and this letter of transmittal
(the "Letter of Transmittal"), which constitutes First Financial's offer (the
"Exchange Offer") to exchange shares of its voting common stock, par value
$10.00 per share ("First Financial Common Stock"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a Registration Statement of which the Prospectus is a part, for all of the
issued and outstanding shares of Weatherford National Bancshares, Inc.
("Weatherford Holdings") par value $5.00 per share ("Weatherford Common Stock").
Other capitalized terms used but not defined herein have the meaning given to
them in the Prospectus.
This Letter of Transmittal is to be used by Weatherford Shareholders (as
defined below) if certificates representing Weatherford Common Stock are to be
physically delivered herewith or if the guaranteed delivery procedures
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described in the Prospectus are to be utilized pursuant to the procedures set
forth in "The Exchange Offer -- Exchange of Shares and Certificates" and
"-- Guaranteed Delivery Procedures" in the Prospectus.
The term "Weatherford Shareholder" with respect to the Exchange Offer means
any person in whose name shares of Weatherford Common Stock are registered on
the books of Weatherford Holdings or any other person who has obtained a
properly completed stock power from the registered Weatherford Shareholder. The
undersigned has completed, executed and delivered this Letter of Transmittal to
indicate the action that the undersigned desires to take with respect to the
Exchange Offer. Weatherford Shareholders who wish to tender their Weatherford
Common Stock must complete this Letter of Transmittal in its entirety.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
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DESCRIPTION OF SHARES OF WEATHERFORD COMMON STOCK TENDERED
Total Number of Shares
Name(s) and Address(es) of of Weatherford Common
Registered Holder(s) Certificate Stock Represented by
(Please fill in, if blank) Number(s) Certificates
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If the space provided above is inadequate, list the certificate numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.
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/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Shareholder(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
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Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer set forth in the
Prospectus (receipt of which is hereby acknowledged), the undersigned hereby
tenders to First Financial the shares of Weatherford Common Stock described
herein. Subject to and effective upon the acceptance for exchange of the shares
of Weatherford Common Stock tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, First Financial all right, title and interest in and to all the shares of
Weatherford Common Stock tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent its true and lawful agent
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and attorney-in-fact with respect to the tendered shares of Weatherford Common
Stock with full power of substitution to (i) deliver certificates for such
shares of Weatherford Common Stock with all accompanying evidences of transfer
and authenticity to, or upon the order of, First Financial and (ii) present such
shares of Weatherford Common Stock for transfer on the books of Weatherford
Holdings and receive all benefits and otherwise exercise all rights of
beneficial ownership of such shares of Weatherford Common Stock all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed irrevocable and coupled with an interest.
For purposes of the Exchange Offer, First Financial shall be deemed to have
accepted validly tendered shares of Weatherford Common Stock when, as and if
First Financial has given oral or written notice thereof to the Exchange Agent.
If any tendered shares of Weatherford Common Stock are not accepted for
exchange pursuant to the Exchange Offer for any reason, certificates for any
such unaccepted shares of Weatherford Common Stock will be returned, without
expense, to the undersigned at the address shown below or at a different address
as may be indicated herein under "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the shares of
Weatherford Common Stock tendered hereby and that when the same are accepted for
exchange by First Financial, First Financial shall acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Exchange
Agent or First Financial to be necessary or desirable to complete the sale,
assignment and transfer of the shares of Weatherford Common Stock tendered
hereby.
The undersigned hereby irrevocably appoints Curtis R. Harvey the attorney
and proxy of the undersigned, with full power of substitution, to exercise all
voting and other rights of the undersigned in such manner as such attorney and
proxy or his substitute shall in his sole discretion deem proper, with respect
to all of the shares of Weatherford Common Stock tendered hereby which have been
acquired by First Financial pursuant to the Exchange Offer prior to the time of
any vote or other action, at any meeting of Weatherford Shareholders (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 acquisition of such shares of Weatherford Common Stock by
First Financial in accordance with the terms of the Exchange Offer. Such
acquisition shall revoke any other proxy or written consent granted by the
undersigned at any time with respect to such shares of Weatherford Common Stock,
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).
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns. Except as stated in the Exchange
Offer, this tender is irrevocable.
The undersigned understands that tenders of shares of Weatherford Common
Stock pursuant to the procedures described under the caption "The Exchange
Offer" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and First Financial upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Exchange Instructions," please
issue the certificates representing the shares of First Financial Common Stock
issued in exchange for the shares of
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Weatherford Common Stock accepted for exchange and any cash payment in lieu of
fractional shares, as discussed in the Prospectus, and return any shares of
Weatherford Common Stock not exchanged, in the name(s) of the undersigned.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please send the certificates representing the shares of First Financial Common
Stock issued in exchange for the shares of Weatherford Common Stock accepted for
exchange and any certificates for shares of Weatherford Common Stock not
exchanged (and accompanying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signatures. In the event that both
"Special Exchange Instructions" and "Special Delivery Instructions" are
completed, please issue the certificates representing the shares of First
Financial Common Stock issued in exchange for the shares of Weatherford Common
Stock accepted for exchange and return any shares of Weatherford Common Stock
not exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The undersigned recognizes that First Financial has no obligation
pursuant to the "Special Exchange Instructions" and "Special Delivery
Instructions" to transfer any shares of Weatherford Common Stock from the name
of the registered holder(s) thereof if First Financial does not accept for
exchange any of the shares of Weatherford Common Stock so tendered.
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SPECIAL EXCHANGE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4 and 5) (See Instructions 3, 4 and 5)
To be completed ONLY if certificates To be completed ONLY if certificates
for shares of First Financial Common for shares of First Financial Common
Stock or the check for any cash Stock, the check for any cash
payment in lieu of fractional shares payment in lieu of fractional shares
of First Financial Common Stock are of First Financial Common Stock, or
to be issued in the name of someone certificates for shares of
other than the undersigned. Weatherford Common Stock not accepted
are to be sent to someone other than
Issue certificate(s) to: the undersigned, or to the undersigned
at an address other than that shown
Name above.
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(Please Print) Mail to:
Address Name
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(Please Print)
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(Include Zip Code) Address
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(Tax Identification or ----------------------------------
Social Security No.) (Include Zip Code)
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Weatherford Shareholders who wish to tender their shares of Weatherford
Common Stock and (i) whose shares of Weatherford Common Stock are not
immediately available, or (ii) who cannot deliver their shares of Weatherford
Common Stock, this Letter of Transmittal or any other documents required hereby
to the Exchange Agent prior to the Expiration Date, may tender their shares of
Weatherford Common Stock according to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures." See Instruction 1 regarding the completion of this Letter
of Transmittal.
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PLEASE SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
X
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Date
X
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Signature(s) of Registered Holder(s) Date
or Authorized Signatory
Area Code and Telephone Number:_________________________________
The above lines must be signed by the registered holder(s) of shares of
Weatherford Common Stock as their name(s) appear(s) on the certificates
reflecting shares of Weatherford Common Stock or by person(s) authorized to
become registered holder(s). If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below. See Instruction 3 regarding the completion
of this Letter of Transmittal.
Name(s):
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(Please Print)
Capacity:
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Address:
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(Include Zip Code)
SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED BELOW):
(IF REQUIRED BY INSTRUCTION 3)
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address, Including Zip Code)
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(Area Code and Telephone Number)
Dated:_______________________________________, 1996
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Under the federal income tax laws, the Exchange Agent may be required to
withhold 31% of the amount of any payments made to certain Weatherford
Shareholders pursuant to the Exchange Offer. In order to avoid such backup
withholding, each tendering Weatherford Shareholder must provide the Exchange
Agent with such Weatherford Shareholder's correct taxpayer identification number
by completing the Substitute Form W-9 set forth below. In general, if a
Weatherford Shareholder is an individual, the taxpayer identification number is
the Social Security number of such individual. If the Exchange Agent is not
provided with the correct taxpayer identification number, the Weatherford
Shareholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. CERTAIN WEATHERFORD SHAREHOLDERS (INCLUDING, AMONG OTHERS, ALL
CORPORATIONS AND CERTAIN FOREIGN INDIVIDUALS) ARE NOT SUBJECT TO THESE BACKUP
WITHHOLDING AND REPORTING REQUIREMENTS. In order to satisfy the Exchange Agent
that a foreign individual qualifies as an exempt recipient, such Weatherford
Shareholder must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status. A form for such statements can be
obtained from the Exchange Agent. For further information concerning backup
withholding and instructions for completing the Substitute Form W-9 (including
how to obtain a taxpayer identification number if you do not have one and how to
complete the Substitute Form W-9 if securities are held in more than one name),
consult the enclosed Guideline of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
shares of Weatherford Common Stock to be deemed invalidly tendered, but may
require the Exchange Agent to withhold 31% of the amount of any payments made
pursuant to the Exchange Offer. Backup withholding is not an additional federal
income tax. Rather, the federal income tax liability of a person 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.
PAYER'S NAME: TRUST DEPARTMENT OF FIRST NATIONAL BANK OF ABILENE
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SUBSTITUTE REQUEST FOR TAXPAYER IDENTIFICATION
Form W-9 NUMBER AND CERTIFICATION
Department of the Treasury
Internal Revenue Service Payer's
Request for Taxpayer
Identification No.
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PART I Taxpayer Identification Number (TIN) PART II For Payees Exempt from
Backup Withholding (see
enclosed Guidelines)
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Enter your TIN on the Social security number: [ ]
appropriate line. For
individuals, this is your --------------------------
social security number OR
(SSN). For other Employer identification
entities, it is your number:
employer identification
number (EIN). --------------------------
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CERTIFICATION.--Under penalties of perjury, I certify that:
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
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
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 above if you have been
notified by the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item 2.
Name (if joint names, list first and circle the name of the person or entity
whose number you enter in Part I below.
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Address (number and street)
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City, state, and ZIP code
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Signature Date
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IF YOU CHECKED THE BOX IN PART II OF THE SUBSTITUTE FORM W-9, YOU MUST SIGN AND
DATE THE FOLLOWING CERTIFICATION:
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
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I certify, under penalties of perjury, that a Taxpayer Identification Number has
not been issued to me, and that I mailed or delivered an application to receive
a Taxpayer Identification Number to the appropriate IRS Center or Social
Security Administration Office (or I intend to mail or deliver an application in
the near future). I understand that if I do not provide a Taxpayer
Identification Number within sixty (60) days, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number.
SIGNATURE DATE
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND SHARES OF WEATHERFORD
COMMON STOCK. The certificates for the tendered shares of Weatherford Common
Stock, as well as a properly completed and duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal must
be received by the Exchange Agent at its address set forth herein prior to 5:00
P.M., Abilene, Texas time, on the Expiration Date. Subject to certain
conditions to the consummation of the Exchange Offer, the exchange of shares of
First Financial Common Stock for shares of Weatherford Common Stock will be
promptly made with respect to all shares of Weatherford Common Stock properly
tendered on or prior to 5:00 p.m., Abilene, Texas time, on the Expiration Date,
if First Financial receives notice from the Exchange Agent that at least 90% of
the outstanding shares of Weatherford Common Stock have been tendered. The
method of delivery of the tendered shares of Weatherford Common Stock, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the Weatherford Shareholder and, except as otherwise
provided below, the delivery will be deemed made only when actually received by
the Exchange Agent. Instead of delivery by mail, it is recommended that the
Weatherford Shareholder use an overnight or hand delivery service. If
certificates for shares of Weatherford Common Stock are sent by mail, registered
mail with return receipt requested, properly insured, is recommended. In all
cases, sufficient time should be allowed to assure timely delivery.
Weatherford Shareholders who wish to tender their shares of Weatherford Common
Stock and (i) whose shares of Weatherford Common Stock are not immediately
available, or (ii) who cannot deliver their shares of Weatherford Common Stock,
this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date must tender their shares of
Weatherford Common Stock pursuant to the guaranteed delivery procedures set
forth in the Prospectus. Pursuant to such procedures:
(i) such tender must be made by or through a firm that is a bank, broker,
dealer, credit union, savings association or other entity which is a member
in good standing of the Securities Transfer Agent's Medallion Program, the
Stock Exchange Medallion Program or the New York Stock Exchange, Inc.
Medallion Signature Program (each, an "Eligible Institution");
(ii) prior to the Expiration Date, the Exchange Agent must have received
from the Eligible Institution a properly completed and duly executed Notice
of Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the holder of the shares of
Weatherford Common Stock, the certificate number for the certificates
representing such shares of Weatherford Common Stock and the amount of
shares of Weatherford Common Stock tendered, stating that the tender is
being made thereby and guaranteeing that, within 5 business days after the
Expiration Date, this Letter of Transmittal together with the
certificate(s) representing the shares of Weatherford Common Stock and any
other required documents will be deposited by the Eligible Institution with
the Exchange Agent; and
(iii) such properly completed and executed Letter of Transmittal, as well
as all other documents required by this Letter of Transmittal and the
certificate(s) representing all tendered shares of Weatherford Common Stock
in proper form for transfer, must be received by the Exchange Agent within
5 business days after the Expiration Date, all as provided in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
Any Weatherford Shareholder who wishes to tender his or her shares of
Weatherford Common Stock pursuant to the guaranteed delivery procedures
described above must ensure that the Exchange Agent receives the Notice of
Guaranteed Delivery prior to 5:00 P.M., Abilene, Texas time, on the Expiration
Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered shares of Weatherford Common
Stock will be determined by First Financial in
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its sole discretion, which determination will be final and binding. First
Financial reserves the absolute right to reject any and all shares of
Weatherford Common Stock not properly tendered or any shares of Weatherford
Common Stock, First Financial's acceptance of which would, in the opinion of
counsel for First Financial, be unlawful. First Financial also reserves the
right to waive any irregularities or conditions of tender as to particular
shares of Weatherford Common Stock. Unless waived, any defects or irregularities
in connection with tenders of shares of Weatherford Common Stock must be cured
within such time as First Financial shall determine. Neither First Financial,
the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of shares of
Weatherford Common Stock, nor shall any of them incur any liability for failure
to give such notification. Tenders of shares of Weatherford Common Stock will
not be deemed to have been made until such defects or irregularities have been
cured or waived. Any shares of Weatherford Common Stock received by the Exchange
Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost by
the Exchange Agent to the tendering Weatherford Shareholders, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date.
2. NO PARTIAL TENDERS. All shares of Weatherford Common Stock represented
by certificates delivered to the Exchange Agent will be deemed to have been
tendered.
3. SIGNATURES ON THE LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder(s) of the shares of Weatherford Common Stock tendered hereby,
the signature must correspond with the name(s) as written on the face of the
certificates representing the shares of Weatherford Common Stock without
alteration, enlargement or any change whatsoever.
If this Letter of Transmittal is signed by the registered holder(s) of
shares of Weatherford Common Stock tendered and the certificate(s) for shares of
First Financial Common Stock issued in exchange therefor is to be issued to the
registered holder, such holder need not and should not endorse any certificates
for tendered shares of Weatherford Common Stock, nor provide a separate stock
power. In any other case, such holder must either properly endorse the
certificates representing shares of Weatherford Common Stock tendered or
transmit a properly completed separate stock power with this Letter of
Transmittal, with the signatures on the endorsement or stock power guaranteed by
an Eligible Institution.
If any shares of Weatherford Common Stock tendered hereby are held of
record by two or more persons, all such persons must sign this Letter of
Transmittal.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any certificates for shares of Weatherford Common Stock
tendered hereby, such certificates for shares of Weatherford Common Stock must
be endorsed or accompanied by appropriate stock powers signed exactly as the
name of the registered holder(s) appears on the certificates representing such
shares of Weatherford Common Stock and must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any certificates for shares of Weatherford
Common Stock or stock powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, or officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and unless waived by First Financial, evidence satisfactory to First
Financial of their authority so to act must be submitted with this Letter of
Transmittal.
Endorsements on certificates for shares of Weatherford Common Stock and
signatures on stock powers required by this Instruction 3 must be guaranteed by
an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the shares of Weatherford Common Stock tendered pursuant
thereto are tendered (i) by a registered holder who has not completed the box
set forth herein entitled "Special Exchange Instructions" or the box entitled
"Special Delivery Instructions" or (ii) for the account of an Eligible
Institution.
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4. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS. If the certificates for
shares of First Financial Common Stock or checks for any cash payment in lieu of
payment of fractional shares of First Financial Common Stock are to be issued,
or any shares of Weatherford Common Stock not accepted for exchange are to be
mailed to someone other than the person(s) signing this Letter of Transmittal or
to the person(s) signing this Letter of Transmittal at an address other than
that provided herein, the appropriate boxes on this Letter of Transmittal should
be completed. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.
5. TRANSFER TAXES. First Financial will pay all transfer taxes, if any,
applicable to the exchange of shares of Weatherford Common Stock pursuant to the
Exchange Offer unless such payment would jeopardize the tax-free nature of the
Exchange Offer or the Merger (as defined in the Prospectus) for Federal income
tax purposes. If, however, certificates representing shares of First Financial
Common Stock or checks for any cash payment in lieu of fractional shares of
First Financial Common Stock are issued, or certificates for shares of
Weatherford Common Stock not accepted for exchange are to be returned, in the
name of any person other than the registered holder of the shares of Weatherford
Common Stock tendered hereby, or if tendered shares of Weatherford Common Stock
are registered in the name of any person other than the person signing this
Letter of Transmittal, or if a transfer tax is imposed for any reason other than
the exchange of shares of Weatherford Common Stock pursuant to the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter of Transmittal, the amount of such transfer taxes
will be deducted from the consideration to be received by such holder (i.e., the
number of shares of First Financial Common Stock to be issued to such holder
will be reduced).
6. WAIVER OF CONDITIONS. First Financial reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
any shares of Weatherford Common Stock tendered.
7. MUTILATED, LOST, STOLEN OR DESTROYED SHARES OF WEATHERFORD COMMON STOCK.
Any tendering holder whose shares of Weatherford Common Stock have been
mutilated, lost, stolen or destroyed should contact the Exchange Agent at the
address indicated herein for further instruction.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus or this Letter
of Transmittal may be directed to the Exchange Agent at the address specified in
the Prospectus. Weatherford Shareholders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
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(DO NOT WRITE IN SPACE BELOW)
DATE RECEIVED __________ ACCEPTED BY __________ CHECKED BY __________
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SHARES SURRENDERED SHARES ACCEPTED SHARES RETURNED CERTIFICATE NO.
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DELIVERY PREPARED BY_________________________________ CHECKED BY____________
DATE_______________________________
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