EXHIBIT (a)(1)(B)
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
OF
INDEPENDENCE HOLDING COMPANY
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED JULY 26, 2001
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON AUGUST 23, 2001, UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
EQUISERVE
By Mail: For Information By Telephone: Facsimile Transmission:
EquiServe (800) 736-3001 (781) 575-4826
Attn: Corporate Actions (for eligible guarantor institutions
P.O. Box 43025 only)
Boston, MA 02940-3025 Confirm by telephone:
(781) 575-4816
By Hand: By Overnight Delivery or Express Mail:
Securities Transfer & Reporting Services, Inc. EquiServe
c/o EquiServe Attn: Corporate Actions
100 Williams Street, Galleria 40 Campanelli Drive
New York, NY 10038 Braintree, MA 02184
THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
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DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDERS(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE
CERTIFICATE(S) TENDERED (ATTACH ADDITIONAL LIST IF NECESSARY)
(SEE INSTRUCTIONS 3 AND 4)
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NUMBER OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED*
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TOTAL SHARES
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Indicate in this box the order (by certificate number) in which Shares are to be purchased in event of proration (attach
additional signed list if necessary):*** See Instruction 9.
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1ST 2ND 3RD 4TH 5TH 6TH
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* Need not be completed by Book-Entry Shareholders.
** If you desire to tender fewer than all shares evidenced by any certificates listed above, please indicate in this column
the number of Shares you wish to tender. Otherwise, all shares evidenced by such certificate will be deemed to have been
tendered. See Instruction 4.
*** If you do not designate an order, in the event less than all Shares tendered are purchased due to prorations, Shares will
be selected for purchase by the Depositary.
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN ONE OF THOSE
SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
ONE OF THOSE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be used only (a) if certificates for Shares
(as defined below) are to be forwarded with it (or such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or (b) if a tender of Shares is to be made by book-entry transfer to
the account maintained by the Depositary at The Depository Trust Company (the
'Book-Entry Transfer Facility') pursuant to Section 3 of the Offer to Purchase.
Shareholders who desire to tender Shares pursuant to the Offer and who
cannot deliver the certificates for their Shares (or who are unable to comply
with the procedures for book-entry transfer on a timely basis) and all other
documents required by this Letter of Transmittal to the Depositary at or before
the Expiration Date (as defined in the Offer to Purchase) may tender their
Shares according to the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase. See Instruction 2. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Depositary.
[ ] CHECK HERE IF ANY CERTIFICATE REPRESENTING SHARES TENDERED HEREBY HAS
BEEN LOST, STOLEN, DESTROYED OR MUTILATED. SEE INSTRUCTION 15.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ........................................
Account Number: .......................................................
Transaction Code Number: ..............................................
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ......................................
Date of Execution of Notice of Guaranteed Delivery: ...................
Name of Institution Which Guaranteed Delivery: ........................
Account Number: .......................................................
ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100 Shares.
On the date hereof, the undersigned either (check one box):
[ ] owned beneficially or of record an aggregate of fewer than 100 Shares,
and is tendering all of such Shares, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
which:
(a) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and
(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner of an
aggregate of fewer than 100 Shares and is tendering all of
such Shares.
In addition, the undersigned is tendering Shares either (check one box):
[ ] at the Purchase Price (defined below), as the same shall be determined
by Independence Holding Company, a Delaware corporation ('IHC') in
accordance with the terms of the Offer (persons checking this box need
not indicate the price per Share below), or
[ ] at the price per Share indicated below under 'Price (in Dollars) Per
Share At Which Shares Are Being Tendered' in this Letter of Transmittal.
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TO EquiServe SHAREOWNER SERVICES:
The undersigned hereby tenders to IHC, the above-described shares of IHC's
Common Stock (the 'Shares') at the price per Share indicated in this Letter of
Transmittal, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in IHC's Offer to Purchase dated July 26,
2001, receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
'Offer').
Subject to and effective on acceptance for payment of the Shares tendered
hereby in accordance with the terms of the Offer (including, if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of IHC all right, title and interest in and to all Shares tendered hereby
or orders the registration of such Shares tendered by book-entry transfer that
are purchased pursuant to the Offer to or upon the order of IHC and hereby
irrevocably constitutes and appoints the Depositary as attorney-in-fact of the
undersigned with respect to such Shares (with the full knowledge that the
Depositary also acts as the agent of IHC), with full power of substitution (such
power of attorney being an irrevocable power coupled with an interest), to:
(a) deliver certificates for Shares, or transfer ownership of such
Shares on the account books maintained by the Book-Entry Transfer Facility,
together in either such case with all accompanying evidences of transfer and
authenticity, to or upon the order of IHC, upon receipt by the Depositary,
as the undersigned's agent, of the Purchase Price (as defined below) with
respect to such Shares;
(b) present certificates for such Shares for cancellation and transfer
on IHC's books; and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, subject to the next paragraph, all in accordance
with the terms of the Offer.
The undersigned hereby covenants, represents and warrants to IHC that:
(a) the undersigned understands that tenders of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in
the Instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer, including the undersigned's
representation and warranty that (i) the undersigned has a net long position
in Shares or equivalent securities at least equal to the Shares tendered
within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934,
as amended, and (ii) such tender of Shares complies with Rule 14e-4;
(b) when and to the extent IHC accepts the Shares for purchase, IHC will
acquire good, marketable and unencumbered title to them, free and clear of
all security interests, liens, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any additional
documents the Depositary or IHC deems necessary or desirable to complete the
assignment, transfer and purchase of the Shares tendered hereby; and
(d) the undersigned has read and agrees to all of the terms of the
Offer.
The names and addresses of the registered holders should be printed, if they
are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, and the number of Shares that the
undersigned wishes to tender, should be set forth in the appropriate boxes
above.
The undersigned understands that under the 'Modified Dutch Auction'
procedure, IHC will, upon the terms and subject to the conditions of the Offer,
determine a single per share price (not greater than $16.75 nor less than $15.00
per share), net to the seller in cash, without interest, (the 'Purchase Price'),
that it will pay for shares validly tendered and not withdrawn pursuant to the
offer, taking into account the number of shares so tendered and the prices
specified by tendering shareholders. IHC will select the lowest Purchase Price
that will allow it to buy 100,000 shares of its Common Stock validly tendered
and not withdrawn pursuant to the Offer (or such lesser number of shares as are
validly tendered at prices not greater than $16.75 nor less than $15.00). Under
this procedure, IHC will pay the Purchase Price for all shares validly tendered
at prices at or below the Purchase Price and not withdrawn, upon the terms and
subject to the conditions of the Offer, including the terms thereof relating to
the odd lot and proration. IHC reserves the right, in its sole discretion, to
purchase more than 100,000 shares pursuant to the Offer up to a maximum of
100,000 additional shares. Shares tendered at prices in excess of the Purchase
Price and shares not purchased because of proration will be returned as promptly
as practicable after the
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expiration of the Offer. IHC will purchase all of the shares validly tendered by
a Holder who owns beneficially or of record less than 100 shares, if the Holder
tenders all of the shares at or below the Purchase Price before the offer
expires and completes the section entitled 'Odd Lots' in this Letter of
Transmittal.
The undersigned recognizes that under certain circumstances set forth in the
Offer to Purchase, IHC may terminate or amend the Offer or may postpone the
acceptance for payment of, or the payment for, Shares tendered or may accept for
payment fewer than all of the Shares tendered hereby. In either event, the
undersigned understands that certificate(s) for any Shares not tendered or not
purchased will be returned to the undersigned at the address indicated above,
unless otherwise indicated under the 'Special Payment Instructions' or 'Special
Delivery Instructions' below. The undersigned recognizes that IHC has no
obligation, pursuant to the Special Payment Instructions, to transfer any
certificate for Shares from the name of its registered holder, or to order the
registration or transfer of Shares tendered by book-entry transfer, if IHC
purchases none of the Shares represented by such certificate or tendered by such
book-entry transfer.
The undersigned understands that acceptance of Shares by IHC for payment
will constitute a binding agreement between the undersigned and IHC upon the
terms and subject to the conditions of the Offer.
The check for the aggregate net Purchase Price for such of the tendered
Shares as are purchased will be issued to the order of the undersigned and
mailed to the address indicated above unless otherwise indicated under either of
the 'Special Payment Instructions' or the 'Special Delivery Instructions' boxes
below. The undersigned acknowledges that IHC has no obligation, pursuant to the
'Special Payment Instructions,' to transfer any Shares tendered by book-entry
transfer if IHC does not purchase any of such Shares.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligations of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS OTHERWISE PROVIDED HEREIN),
THERE IS NO PROPER TENDER OF SHARES.
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
[ ] $15.00 [ ] $16.00
[ ] $15.25 [ ] $16.25
[ ] $15.50 [ ] $16.50
[ ] $15.75 [ ] $16.75
.............................................................................
IF PORTIONS OF SHARE HOLDINGS ARE BEING TENDERED AT MORE THAN ONE PRICE,
USE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED.
(SEE INSTRUCTION 5)
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 10) (SEE INSTRUCTIONS 1, 4, 6 AND 10)
To be completed ONLY if certificates for To be completed ONLY if certificates for
Shares not tendered or not purchased and/or Shares not tendered or not purchased, and/or
any check for the Purchase Price of Shares any check for the Purchase Price of Shares
purchased are to be issued in the name of purchased are to be sent to someone other
someone other than the undersigned or if than the name of someone other than the
Shares tendered hereby and delivered by undersigned or to the undersigned at an
book-entry transfer which are not purchased address other than that shown above.
are to be returned by credit to an account Deliver [ ] Check
at the Book-Entry Transfer Facility other [ ] Certificate(s) to:
than that designated above.
Name: .....................................
Issue [ ] Check (PLEASE PRINT)
[ ] Certificate(s) to:
Address: ..................................
Name: .....................................
(PLEASE PRINT) ............................................
(INCLUDING ZIP CODE)
Address: ..................................
............................................
(INCLUDING ZIP CODE)
............................................
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
[ ] Credit Shares delivered by book-entry
transfer and not purchased to the
account set forth below:
Account No.: ..............................
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SHAREHOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1 AND 6)
(Please Complete Substitute Form W-9 on pages 12 and 13 of
this Letter of Transmittal)
Must be signed by the registered holder(s) exactly as
name(s) appear(s) on certificate(s) or on a security
position listing or by person(s) authorized to become
registered holder(s) by certificate(s) and documents
transmitted with the Letter of Transmittal. If signature is
by attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or another acting in a
fiduciary or representative capacity, please set forth the
full title. See Instruction 6.
...........................................................
...........................................................
(SIGNATURES(S))
Name(s): .................................................
...........................................................
(PLEASE PRINT)
Capacity (full title): ...................................
Address: .................................................
...........................................................
Area Code and Telephone Number: ..........................
...........................................................
Dated: ............................................ , 2001
Tax ID No. or Social Security No.: .......................
GUARANTEE OF SIGNATURES(S)
(SEE INSTRUCTIONS 1 AND 6)
Authorized Signature: .....................................
Name(s): ..................................................
(PLEASE PRINT)
Title: ....................................................
Name of Firm: .............................................
Address: ..................................................
............................................................
(INCLUDING ZIP CODE)
Area Code and Telephone Number: ...........................
Dated: ............................................. , 2001
Tax ID No. or Social Security No.: ........................
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
Shares exactly as the name of the registered holder appears on the
certificate (which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) tendered with this Letter
of Transmittal, and payment and delivery are to be made directly to such
registered holder unless such registered holder has completed either the box
entitled 'Special Payment Instructions' or 'Special Delivery Instructions'
above; or
(b) such Shares are tendered for the account of a bank, broker, dealer,
credit union, savings association or other entity which is a member in good
standing of the Securities Transfer Agents Medallion Program or a bank,
broker, dealer, credit union, savings association or other entity which is
an 'Eligible Guarantor Institution,' as such term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each
such entity, an 'Eligible Institution').
In all other cases, signatures must be guaranteed by an Eligible
Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used only if certificates are
delivered with it to the Depositary (or such certificates will be delivered
pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary)
or if tenders are to be made pursuant to the procedure for tender by book-entry
transfer set forth in Section 3 of the Offer to Purchase. Certificates for all
physically tendered Shares or confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of Shares tendered
electronically, together in each case with a properly completed and duly
executed Letter of Transmittal or manually signed facsimile of it, or an Agent's
Message, and any other documents required by this Letter of Transmittal, should
be mailed or delivered to the Depositary at the appropriate address set forth
herein and must be delivered to the Depositary on or before the Expiration Date
(as defined in the Offer to Purchase).
The term 'Agent's Message' means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary, which states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
participant in such Book-Entry Transfer Facility tendering the Shares that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that IHC may enforce such agreement against such participant.
Shareholders whose certificates are not immediately available or who cannot
deliver certificates for their Shares and all other required documents to the
Depositary on or before the Expiration Date, or whose Shares cannot be delivered
on a timely basis pursuant to the procedures for book-entry transfer, may tender
their Shares by or through any Eligible Institution by properly completing and
duly executing and delivering a Notice of Guaranteed Delivery (or facsimile of
it) and by otherwise complying with the guaranteed delivery procedure set forth
in Section 3 of the Offer to Purchase. Pursuant to such procedure, the
certificates for all physically tendered shares or book-entry confirmation, as
the case may be, as well as a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile of it), or an Agent's Message, and all
other documents required by this Letter of Transmittal, must be received by the
Depositary within three Nasdaq trading days after receipt by the Depositary of
such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to
Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmittal by
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
Shares to be tendered validly pursuant to the guaranteed delivery procedure, the
Depositary must receive the Notice of Guaranteed Delivery on or before the
Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
IHC will not accept any alternative, conditional or contingent tenders, nor
will it purchase any fractional Shares, except as expressly provided in the
Offer to Purchase. All tendering shareholders, by execution of this Letter of
Transmittal (or a facsimile of it), waive any right to receive any notice of the
acceptance of their tender.
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3. INADEQUATE SPACE. If the space provided in the box captioned 'Description
of Shares Tendered' is inadequate, the certificate numbers and/or the number of
Shares should be listed on a separate signed schedule and attached to this
Letter of Transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to shareholders
who tender by book-entry transfer.) If fewer than all of the Shares evidenced by
any certificate are to be tendered, fill in the number of Shares which are to be
tendered in the column entitled 'Number of Shares Tendered.' In such case, if
any tendered Shares are purchased, a new certificate for the remainder of the
Shares evidenced by the old certificates will be issued and sent to the
registered holder(s), unless otherwise specified in either the 'Special Payment
Instructions' box or 'Special Delivery Instructions' box in this Letter of
Transmittal, as promptly as practicable after the Expiration Date. Unless
otherwise indicated, all Shares represented by the certificates listed and
delivered to the Depositary will be deemed to have been tendered.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be
properly tendered, the shareholder MUST check the box indicating the price per
Share at which such holder is tendering Shares under 'Price (in Dollars) Per
Share At Which Shares Are Being Tendered' in this Letter of Transmittal,
provided however, that an Odd Lot Owner (as defined in Instruction 8) may check
the box above in the section entitled 'Odd Lots' indicating that such holder is
tendering all of such holder's Shares at the Purchase Price. ONLY ONE BOX MAY BE
CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED (EXCEPT AS
OTHERWISE PROVIDED HEREIN), THERE IS NO PROPER TENDER OF SHARES. A shareholder
wishing to tender portions of such holder's Share holdings at different prices
must complete a separate Letter of Transmittal for each price at which such
holder wishes to tender each such portion of such holder's Shares. The same
Shares cannot be tendered (unless previously properly withdrawn as provided in
Section 4 of the Offer to Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered hereby, the signature(s) must correspond exactly with
the name(s) as written on the face of the certificates) without any change
whatsoever.
(b) If the Shares are registered in the names of two or more joint
holders, each such holder must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or photocopies of it) as there are
different registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsements of
certificate(s) representing such Shares or separate stock powers are
required unless payment is to be made or the certificates for Shares not
tendered or not purchased are to be issued to a person other than the
registered holder(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED
BY AN ELIGIBLE INSTITUTION. If this Letter of Transmittal is signed by a
person other than the registered holder(s) of the certificate(s) listed, or
if payment is to be made or certificate(s) for Shares not tendered or not
purchased are to be issued to a person other than the registered holder(s),
the certificate(s) must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificate(s), and the signature(s) on such
certificates or stock power(s) must be guaranteed by an Eligible Guarantor.
See Instruction 1.
(e) If this Letter of Transmittal or any certificates or stock powers
are signed by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and
must submit proper evidence to IHC of their authority so to act.
7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no stock
transfer tax stamps or funds to cover such stamps need accompany this Letter of
Transmittal. IHC will pay or cause to be paid any stock transfer taxes payable
on the transfer to it of Shares purchased pursuant to the Offer. If, however:
(a) payment of the Purchase Price is to be made to any person other than
the registered holder(s);
(b) Shares not tendered or not accepted for purchase are to be
registered in the name(s) of any person(s) other than the registered
holder(s); or
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(c) tendered certificates are registered in the name of any person(s)
other than the person(s) signing this Letter of Transmittal; then the
Depositary will deduct from the Purchase Price the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such other
person(s) or otherwise) payable on account thereof, unless satisfactory
evidence of the payment of such taxes or an exemption from them is
submitted.
8. ODD LOTS. As described in Section 1 of the Offer to Purchase, if IHC is
to purchase fewer than all Shares tendered before the Expiration Date and not
withdrawn, the Shares purchased first will consist of all Shares tendered by any
shareholder who owned of record or owned beneficially an aggregate of fewer than
100 Shares, and who tenders all of such holder's Shares at or below the Purchase
Price (an 'Odd Lot Holder'). This preference will not be available unless the
box captioned 'Odd Lots' is completed.
9. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of the
Offer to Purchase, shareholders may designate the order in which their Shares
are to be purchased in the event of proration. The order of purchase may have an
effect on the federal income tax classification of any gain or loss on the
shares purchased. See Sections 1 and 13 of the Offer to Purchase.
10. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for Shares
not tendered or not purchased and/or check(s) are to be issued in the name of a
person other than the signer of the Letter of Transmittal or if such
certificates and/or checks are to be sent to someone other than the person
signing the Letter of Transmittal or to the signer at a different address, the
boxes captioned 'Special Payment Instructions' and/or 'Special Delivery
Instructions' on this Letter of Transmittal should be completed as applicable
and signatures must be guaranteed as described in Instructions 1 and 6.
11. IRREGULARITIES. All questions as to the number of Shares to be accepted,
the price to be paid therefor and the validity, form, eligibility (including
time of receipt) and acceptance for payment of any tender of Shares will be
determined by IHC in its sole discretion, which determinations shall be final
and binding on all parties. IHC reserves the absolute right to reject any or all
tenders of Shares it determines not be in proper form or the acceptance of which
or payment for which may, in the opinion of IHC's counsel, be unlawful. IHC also
reserves the absolute right to waive any of the conditions of the Offer and any
defect or irregularity in the tender of any particular Shares, and IHC's
interpretation of the terms of the Offer (including these instructions) will be
final and binding on all parties. No tender of Shares will be deemed to be
properly made until all defects and irregularities have been cured or waived.
Unless waived, any defects or irregularities in connection with tenders must be
cured within such time as IHC shall determine. None of IHC, the Depositary, or
any other person is or will be obligated to give notice of any defects or
irregularities in tenders and none of them will incur any liability for failure
to give any such notice.
12. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Any
questions or requests for assistance or for additional copies of the Offer to
Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be
directed to the Depositary at the telephone number set forth below. You may also
contact your broker, dealer, commercial bank or trust company for assistance
concerning the Offer. To confirm delivery of your Shares, you are directed to
contact the Depositary.
13. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. United States federal
income tax law generally requires that a shareholder whose tendered Shares are
accepted for purchase, or such shareholder's assignee (in either case, the
'Payee'), provide the Depositary with such Payee's correct Taxpayer
Identification Number ('TIN'), which, in the case of a Payee who is an
individual, is such Payee's social security number. If the Depositary is not
provided with the correct TIN or an adequate basis for an exemption, such Payee
may be subject to penalties imposed by the Internal Revenue Service and backup
withholding in an amount equal to 30.5% of the gross proceeds received pursuant
to the Offer. If withholding results in an overpayment of taxes, a refund may be
obtained. To prevent backup withholding, each Payee must provide such Payee's
correct TIN by completing the Substitute Form W-9 set forth herein, certifying
that the TIN provided is correct (or that such Payee is awaiting a TIN) and that
(i) the Payee is exempt from backup withholding, (ii) the Payee has not been
notified by the Internal Revenue Service that such Payee is subject to backup
withholding as a result of a failure to report all interest or dividends, or
(iii) the Internal Revenue Service has notified the Payee that such Payee is no
longer subject to backup withholding. If the Payee does not have a TIN, such
Payee should (i) consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for instructions on applying for a
TIN, (ii) write 'Applied For' in the space provided in Part 1 of the Substitute
Form W-9, and (iii) sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number set
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forth herein. If the Payee does not provide such Payee's TIN to the Depositary
within sixty (60) days, backup withholding will begin and continue until such
Payee furnishes such Payee's TIN to the Depositary. Note that writing 'Applied
For' on the Substitute Form W-9 means that the Payee has already applied for a
TIN or that such Payee intends to apply for one in the near future. If Shares
are held in more than one name or are not in the name of the actual owner,
consult the W-9 Guidelines for information on which TIN to report. Exempt Payees
(including, among others, all corporations and certain foreign individuals) are
not subject to backup withholding and reporting requirements. To prevent
possible erroneous backup withholding, an exempt Payee should write 'Exempt' in
Part 2 of Substitute Form W-9. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions. In order for a nonresident alien or foreign entity to qualify as
exempt, such person must submit a completed IRS Form W-8 BEN Certificate of
Foreign Status or a Substitute Form W-8 BEN, signed under penalty of perjury
attesting to such exempt status. Such form may be obtained from the Depositary.
14. WITHHOLDING ON NON-UNITED STATES HOLDER. The following discussion
applies to any 'non-U.S.' shareholder, that is a shareholder that, for U.S.
federal income tax purposes, is a non-resident alien individual, a foreign
corporation, a foreign partnership, a foreign estate or a foreign trust. A
non-U.S. shareholder who has provided the necessary certification to the
Depositary will not be subject to backup withholding. However, non-U.S.
shareholders generally are subject to withholding under Internal Revenue Code
sections 1441 or 1442 at a rate of 30% of the gross payments. If a shareholder's
address is outside the U.S., and if the Depositary has not received a Substitute
Form W-9 or other appropriate certification of non- foreign status from that
shareholder, under current Treasury Regulations the Depositary will assume that
the shareholder is a non-U.S. shareholder. The general 30% withholding rate may
be reduced under a tax treaty, if appropriate certification is furnished to the
Depositary. A non-U.S. shareholder may also obtain exemption from withholding by
delivering to the Depositary appropriate certification that the gross proceeds
are effectively connected with the conduct of a trade or business within the
U.S. A non-U.S. shareholder may be eligible to obtain a refund of all or a
portion of any tax withheld if such holder meets those tests described in
Section 13 of the Offer to Purchase that would characterize the exchange as a
sale (as opposed to a dividend) or is otherwise able to establish that no tax or
a reduced amount of tax is due. NON-UNITED STATES HOLDERS ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF UNITED STATES FEDERAL INCOME
TAX WITHHOLDING, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR
EXEMPTION, AND THE REFUND PROCEDURE.
15. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. If any certificate
representing Shares has been lost, stolen, destroyed or mutilated, the
shareholder should promptly notify the Depositary by checking the box set forth
above and indicating the number of Shares so lost, stolen, destroyed or
mutilated. Such shareholder will then be instructed by the Depositary as to the
steps that may be necessary in order to replace the certificate. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, stolen, destroyed or mutilated certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED PHOTOCOPY OF IT
(TOGETHER WITH CERTIFICATE(S) FOR SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS) OR, IF APPLICABLE, THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE EXPIRATION DATE.
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PAYER'S NAME: EQUISERVE
- ----------------------------------------------------------------------------------------------------------------
SUBSTITUTE NAME/ADDRESS: (Social Security Number OR
FORM W-9 PART 1(a) -- PLEASE PROVIDE YOUR TIN Employer Identification Number)
DEPARTMENT OF THE TREASURY IN THE BOX AT RIGHT AND CERTIFY BY TIN ................................
INTERNAL REVENUE SERVICE SIGNING AND DATING BELOW
PAYER'S REQUEST FOR PART 1(b) -- PLEASE CHECK THE BOX AT
TAXPAYER RIGHT IF YOU HAVE APPLIED FOR AND ARE
IDENTIFICATION NUMBER (TIN) AWAITING RECEIPT OF YOUR TIN OR
AND CERTIFICATION INTEND TO APPLY FOR A TIN IN THE NEAR
FUTURE [ ]
----------------------------------------------------------------------------------
PART 2 -- For Payees exempt from backup withholding Please write 'Exempt'
Here
(SEE INSTRUCTIONS) .........................................................
- ----------------------------------------------------------------------------------------------------------------
PART 3 -- CERTIFICATION -- Under penalties of perjury, I certify that:
(X) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and
(Y) 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 (the 'IRS') that I am subject to backup
withholding as a result of a failure to report all interest of dividends, of
(c) the IRS has notified me that I am no longer subject to backup withholding.
You must cross out Item (Y) of Part 3 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 (Y) of Part 3. (Also see Certification under Specific Instructions in the enclosed Guidelines.)
- ----------------------------------------------------------------------------------------------------------------
Signature ...................................... Date ...................................... , 2001
- ----------------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 1(b) OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE
AWAITING RECEIPT OF, YOUR TIN.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30.5 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
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 Internal Revenue
Service 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 to the payer, 30.5 percent of all
payments made to me pursuant to this offer shall be retained until I provide
a tax identification number to the payer and that, if I do not provide my
Taxpayer Identification Number within sixty (60) days, such retained amounts
shall be remitted to the IRS as backup withholding and 30.5 percent of all
reportable payments made to me thereafter will be withheld and remitted to
the IRS until I provide a Taxpayer Identification Number.
Signature ........................... Date ....................... , 2001
- --------------------------------------------------------------------------------
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Facsimile copies of the Letter of Transmittal will be accepted from Eligible
Institutions. The Letter of Transmittal and certificates for shares and any
other required documents should be sent or delivered by each tendering
shareholder or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses set forth on the cover of this
Letter of Transmittal.
Any questions or requests for assistance or for additional copies of the
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Depositary at the telephone number set forth
below. You may also contact your broker, dealer, commercial bank or trust
company for assistance concerning the Offer. To confirm delivery of your Shares,
you are directed to contact the Depositary.
EQUISERVE MAY BE CONTACTED AT:
(800) 736-3001
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