1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE COMMON STOCK)
OF
COMPUSA INC.
AT
$10.10 NET PER SHARE
BY
TPC ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
GRUPO SANBORNS, S.A. DE C.V.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, FEBRUARY 29, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
CITIBANK, N.A.
By Mail: By Hand: By Courier:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
P.O. Box 685 Corporate Trust Window 915 Broadway, 5th Floor
Old Chelsea Station 111 Wall Street, 5th Floor New York, NY 10010
New York, NY 10113 New York, NY 10043
By Facsimile Transmission:
(For Eligible Institutions Only)
(212) 505-2248
Confirm Facsimile Transmission:
By Telephone Only:
(800) 270-0808
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- --------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
CERTIFICATE SHARES REPRESENTED
NUMBER(S)(*) BY CERTIFICATE(S)(*)
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
TOTAL SHARES
- --------------------------------------------------------------------------------------------------------------
(*) Need not be completed by Book-Entry Shareholders.
(**) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See
Instruction 4.
- --------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S)
APPEAR(S) ON CERTIFICATE(S))
- --------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES
TENDERED(**)
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
(*) Need not be completed by Bo
(**) Unless otherwise indicated, it will be assumed that a
Instruction
- --------------------------------------------------------------------------------------------------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
2
This Letter of Transmittal is to be used either if certificates for Shares
(as defined below) are to be forwarded herewith or, unless an Agent's Message
(as defined in Section 3 of the Offer to Purchase (as defined below)) is
utilized, if delivery of Shares is to be made by book-entry transfer to an
account maintained by the Depositary (as defined in the Introduction to the
Offer to Purchase) at the Book-Entry Transfer Facility (as defined in Section 2
of the Offer to Purchase) pursuant to the procedures set forth in Section 3 of
the Offer to Purchase. Shareholders who deliver Shares by book-entry transfer
are referred to herein as "Book-Entry Shareholders" and other shareholders are
referred to herein as "Certificate Shareholders." Shareholders whose
certificates for Shares are not immediately available or who cannot comply with
the procedure for book-entry transfer on a timely basis, or who cannot deliver
all required documents to the Depositary prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase), may tender their Shares in
accordance with the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry
Transfer Facility in accordance with the Book-Entry Transfer Facility's
procedures does not constitute delivery to the Depositary.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS
THAT ARE PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER
SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
Transaction Code Number:
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s)
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
- ----------------------------------------------------------------
Name of Institution which Guaranteed Delivery
- ---------------------------------------------------------------------
Account Number
- --------------------------------------------------------------------------------
Transaction Code Number
- --------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
3
Ladies and Gentlemen:
The undersigned hereby tenders to TPC Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Grupo Sanborns, S.A.
de C.V., a corporation organized under the laws of the United Mexican States
("Parent"), the above-described shares of common stock, par value $.01 per share
(the "Common Stock"), including the associated rights to purchase Common Stock
(the "Rights" and, together with the Common Stock, the "Shares"), of CompUSA
Inc., a Delaware corporation (the "Company"), pursuant to the Offer to Purchase,
dated February 1, 2000 (the "Offer To Purchase"), at a price of $10.10 per
Share, net to the seller in cash, on the terms and subject to the conditions set
forth in the Offer to Purchase, receipt of which is hereby acknowledged, and
this Letter of Transmittal (which, together with the Offer to Purchase,
constitute the "Offer"). The undersigned understands that Purchaser reserves the
right to transfer or assign, from time to time, in whole or in part, to one or
more of its affiliates, the right to purchase the Shares tendered herewith.
On the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of such extension or
amendment), subject to, and effective upon, acceptance for payment of, and
payment for, the Shares tendered herewith in accordance with the terms of the
Offer, the undersigned hereby sells, assigns and transfers to, or upon the order
of, Purchaser, all right, title and interest in and to all of the Shares being
tendered hereby and any and all cash dividends, distributions, rights, other
Shares or other securities issued or issuable in respect of such Shares on or
after January 24, 2000 (collectively, "Distributions"), and appoints Citibank,
N.A. (the "Depositary") the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and any Distributions) with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to the fullest extent of such shareholder's rights
with respect to such Shares (and any Distributions) (a) to deliver such Share
Certificates (as defined below) (and any Distributions) or transfer ownership of
such Shares (and any Distributions) on the account books maintained by the
Book-Entry Transfer Facility, together, in either such case, with all
accompanying evidence of transfer and authenticity, to or upon the order of
Purchaser, (b) to present such Shares (and any Distributions) for transfer on
the books of the Company and (c) to receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares (and any Distributions), all
in accordance with the terms and the conditions of the Offer.
The undersigned hereby irrevocably appoints the designees of Purchaser, and
each of them, the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution, to the full extent of such shareholder's rights with
respect to the Shares tendered hereby which have been accepted for payment and
with respect to any Distributions. The designees of Purchaser will, with respect
to the Shares (and any associated Distributions) for which the appointment is
effective, be empowered to exercise all voting and any other rights of such
shareholder, as they, in their sole discretion, may deem proper at any annual,
special or adjourned meeting of the Company's shareholders, by written consent
in lieu of any such meeting or otherwise. This proxy and power of attorney shall
be irrevocable and coupled with an interest in the tendered Shares. Such
appointment is effective when, and only to the extent that, Purchaser deposits
the payment for such Shares with the Depositary. Upon the effectiveness of such
appointment, without further action, all prior powers of attorney, proxies and
consents given by the undersigned with respect to such Shares (and any
associated Distributions) will be revoked and no subsequent powers of attorney,
proxies, consents or revocations may be given (and, if given, will not be deemed
effective). Purchaser reserves the right to require that, in order for Shares to
be deemed validly tendered, immediately upon Purchaser's acceptance for payment
of such Shares, Purchaser must be able to exercise full voting rights, to the
extent permitted under applicable law, with respect to such Shares (and any
associated Distributions), including voting at any meeting of shareholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares (and
any Distributions) tendered hereby and, when the same are accepted for payment
by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
the same will not be subject to any adverse claim. 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 Shares (and any Distributions) tendered hereby. In addition, the
undersigned shall promptly remit and transfer to the Depositary for the account
of Purchaser any and all Distributions in respect of the Shares tendered hereby,
accompanied by appropriate documentation of transfer and, pending such
remittance or appropriate assurance thereof, Purchaser shall be entitled to all
rights and privileges as owner of any such Distributions and may withhold the
entire purchase price or deduct from the purchase price the amount or value
thereof, as determined by Purchaser in its sole discretion.
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned and any obligation of the undersigned hereunder
shall be binding
3
4
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that the valid tender of Shares pursuant to one
of the procedures described in Section 3 of the Offer to Purchase will
constitute a binding agreement between the undersigned and Purchaser upon the
terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or return any certificates for
Shares not tendered or accepted for payment in the name(s) of the registered
owner(s) appearing under "Description of Shares Tendered." Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the purchase price and/or return any certificates for Shares not tendered or
accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered owner(s) appearing under "Description of Shares
Tendered". In the event that both the Special Delivery Instructions and the
Special Payment Instructions are completed, please issue the check for the
purchase price and/or issue any certificates for Shares not tendered or accepted
for payment (and any accompanying documents, as appropriate) in the name of, and
deliver such check and/or return such certificates (and any accompanying
documents, as appropriate) to, the person or persons so indicated. The
undersigned recognizes that Purchaser has no obligation pursuant to the Special
Payment Instructions to transfer any Shares from the name of the registered
owner thereof if Purchaser does not accept for payment any of the Shares so
tendered.
4
5
------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares
accepted for payment are to be issued in the name of someone other than
the undersigned.
Issue: [ ] Check and/or [ ] Certificates to:
Name:
----------------------------------------------------
(PLEASE PRINT)
Address:
--------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 7)
To be completed ONLY if certificate(s) for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares
accepted for payment are to be sent to someone other than the undersigned
or to the undersigned at an address other than that shown above.
Deliver: [ ] Check and/or [ ] Certificates to:
Name:
----------------------------------------------------
(PLEASE PRINT)
Address:
--------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
------------------------------------------------------------
5
6
IMPORTANT -- SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Dated:
- --------------------------- , 2000
(Must be signed by registered owner(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered owner(s) by certificates and documents transmitted herewith.
If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 5.)
Name(s):------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title):
----------------------------------------------------------------
Address:
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
-----------------------------------------------------
Tax Identification or
Social Security No.:
----------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
----------------------------------------------------------------
Name: --------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Name of Firm:
---------------------------------------------------------------------
Dated:
- --------------------------- , 2000
6
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations and
brokerage houses) that is a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each, an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(a) if this Letter of Transmittal is signed by the registered owner(s) (which
term, for purposes of this document, includes any participant in any of the
Book-Entry Transfer Facility's systems whose name appears on a security position
listing as the owner of the Shares) of Shares tendered herewith and such
registered owner has not completed the box titled "Special Payment Instructions"
or the box titled "Special Delivery Instructions" on this Letter of Transmittal
or (b) if such Shares are tendered for the account of an Eligible Institution.
See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES OR BOOK-ENTRY
CONFIRMATIONS. This Letter of Transmittal is to be used either if certificates
are to be forwarded herewith or, unless an Agent's Message is utilized, if
tenders are to be made pursuant to the procedures for tender by book-entry
transfer set forth in Section 3 of the Offer to Purchase. Certificates for all
physically tendered Shares ("Share Certificates"), or confirmation of any
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of Shares tendered by book-entry transfer ("Book Entry Confirmation"),
as well as this Letter of Transmittal properly completed and duly executed with
any required signature guarantees, unless an Agent's Message in the case of a
book-entry transfer is utilized, and any other documents required by this Letter
of Transmittal, must be received by the Depositary at one of its addresses set
forth herein on or prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase).
Shareholders whose certificates for Shares are not immediately available or
who cannot deliver all other required documents to the Depositary on or prior to
the Expiration Date or who cannot comply with the procedures for book-entry
transfer on a timely basis, may nevertheless tender their Shares by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (a) such tender must be made by or through an
Eligible Institution; (b) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by Purchaser must be
received by the Depositary prior to the Expiration Date; and (c) Share
Certificates for all tendered Shares, in proper form for transfer (or a Book
Entry Confirmation with respect to such Shares), as well as a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed with
any required signature guarantees (unless, in the case of a book-entry transfer,
an Agent's Message is utilized), and all other documents required by this Letter
of Transmittal, must be received by the Depositary within three New York Stock
Exchange Inc. trading days after the date of execution of such Notice of
Guaranteed Delivery.
A properly completed and duly executed Letter of Transmittal (or facsimile
thereof) must accompany each such delivery of Share Certificates to the
Depositary.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT
THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. DELIVERY OF ALL SUCH
DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT
BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution of
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto and separately signed on each page thereof in the same
manner as this Letter of Transmittal is signed.
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE SHAREHOLDERS ONLY). If
fewer than all the Shares evidenced by any certificate submitted are to be
tendered, fill in the number of Shares which are to be tendered in the box
titled "Number of Shares Tendered". In such cases, new certificate(s) for the
remainder of the Shares that were evidenced by the old
7
8
certificate(s) but not tendered will be sent to the registered owner, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as soon
as practicable after the Expiration Date. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered owner(s) of the Shares
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 other
change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of certificates.
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 proper evidence
satisfactory to Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not tendered or accepted for payment are to be issued in
the name of, a person other than the registered owner(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by the appropriate stock powers, in either case, signed
exactly as the name or names of the registered owner(s) or holder(s) appear(s)
on the certificate(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. Purchaser will pay any stock transfer taxes with
respect to the transfer and sale of Shares to it or to its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or (in the
circumstances permitted hereby) if certificates for Shares not tendered or
accepted for payment are to be registered in the name of, any person other than
the registered owner(s), or if tendered certificates are registered in the name
of any person other than the person signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered owner(s)
or such person) payable on account of the transfer to such person will be
deducted from the purchase price if satisfactory evidence of the payment of such
taxes, or exemption therefrom, is not submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES LISTED IN THIS
LETTER OF TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, and/or certificates for Shares not tendered or accepted for
payment are to be issued or returned to, a person other than the signer(s) of
this Letter of Transmittal or if a check and/or such certificates are to be
mailed to a person other than the signer(s) of this Letter of Transmittal or to
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests
for assistance may be directed to the Information Agent at its address set forth
below or from your broker, dealer, commercial bank or trust company. Additional
copies of the Offer to Purchase, this Letter of Transmittal, the Notice of
Guaranteed Delivery and other tender offer materials may be obtained from the
Information Agent as set forth below, and will be furnished at Purchaser's
expense.
9. SUBSTITUTE FORM W-9. Each tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"), generally
the shareholder's social security or federal employer identification number, on
Substitute Form W-9 below, or otherwise establish such shareholder's exemption
to the satisfaction of the Depositary. Failure to provide the information on the
form may subject the tendering shareholder to 31 percent federal income tax
backup withholding on the payment of the purchase price. The tendering
shareholder may write "Applied For" in Part I of the Form if the tendering
shareholder 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 Shareholder has written "Applied for"
in Part I of the Form, the shareholder must also complete the Certificate of
Awaiting Taxpayer Identification Number. Notwithstanding that "Applied For" is
written in Part I of the Substitute Form W-9 and that the shareholder has
completed the Certificate of Awaiting Taxpayer
8
9
Identification Number, the Depositary will withhold 31 percent of all payments
of the purchase price thereafter until a TIN is provided to the Depositary,
unless the shareholder has filed a Form W-8BEN or otherwise established an
exemption. See Important Tax Information below.
10. LOST, DESTROYED, MUTILATED OR STOLEN CERTIFICATES. If any
certificate(s) representing Shares has been lost, destroyed, mutilated or
stolen, the shareholder should promptly notify the Company's stock transfer
agent, American Stock Transfer & Trust Company at 6201 15th Avenue, Brooklyn,
N.Y. 11219, Att: Donna Ansbro, Telephone (718) 921-8261, Fax (718) 921-8337. The
shareholder will then be instructed as to the steps that must be taken in order
to replace the certificate(s). This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost, mutilated or
destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF) OR AN
AGENT'S MESSAGE, TOGETHER WITH SHARE CERTIFICATES OR BOOK-ENTRY CONFIRMATION OR
A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE
EXPIRATION DATE.
9
10
IMPORTANT TAX INFORMATION
Under the federal income tax law, a shareholder whose tendered Shares are
accepted for purchase is required by law to provide the Depositary with such
shareholder's correct TIN on Substitute Form W-9 below and to certify that such
TIN is correct (or that such shareholder is awaiting a TIN) or otherwise
establish a basis for exemption from backup withholding. If such shareholder is
an individual, the TIN is his or her social security number. If a shareholder
fails to provide a correct TIN to the Depositary, such shareholder may be
subject to a $50.00 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such shareholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31
percent.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that shareholder must generally submit a Form W-8BEN, signed under
penalties of perjury, attesting to that individual's exempt status. A Form
W-8BEN can be obtained from the Depositary.
If backup withholding applies, the Depositary is required to withhold 31
percent of any payments made to the shareholder or payee. Backup withholding is
not an additional 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.
If backup withholding applies and "Applied for" is written in Part I of the
Substitute Form W-9 and the Shareholder has completed the Certificate of
Awaiting Taxpayer Identification Number, the Depositary will retain 31 percent
of any payment of the purchase price for tendered Shares during the 60-day
period following the date of the Substitute Form W-9. If a shareholder's TIN is
provided to the Depositary within 60 days of the date of the Substitute Form
W-9, payment of such retained amounts will be made to such shareholder. If a
shareholder's TIN is not provided to the Depositary within such 60-day period,
the Depositary will remit such retained amounts to the Internal Revenue Service
as backup withholding and shall withhold 31 percent of any payment of the
purchase price for the tendered Shares made to such shareholder thereafter
unless such shareholder furnishes a TIN to the Depositary prior to such payment.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made to a shareholder whose
tendered Shares are accepted for purchase for shareholders other than foreign
persons who provide an appropriate Form W-8BEN, the shareholder should complete
and sign the Substitute Form W-9 included in this Letter of Transmittal and
provide the shareholder's correct TIN and certify, under penalties of perjury,
that the TIN provided on such Form is correct (or that such shareholder is
awaiting a TIN) and that (i) such shareholder is exempt from backup withholding;
(ii) such shareholder has not been notified by the Internal Revenue Service that
such shareholder is subject to backup withholding as a result of failure to
report all interest or dividends; or (iii) the Internal Revenue Service has
notified the shareholder that the shareholder is no longer subject to backup
withholding. The shareholder must sign and date the Substitute Form W-9 where
indicated, certifying that the information on such Form is correct.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
10
11
TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
(SEE INSTRUCTION 9)
PAYER: CITIBANK, N.A.
- ----------------------------------------------------------------------------
SUBSTITUTE Name:
FORM W-9 Address:
DEPARTMENT OF THE TREASURY Check appropriate box: Corporation [ ]
INTERNAL REVENUE SERVICE Individual [ ]
REQUEST FOR TAXPAYER Partnership [ ] Other (specify) [ ]
IDENTIFICATION NUMBER (TIN)
AND CERTIFICATION
- ----------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
PART I. Please provide your taxpayer identification SSN:
number in the space at right. If awaiting TIN, ------------------------------------
write "Applied For" in space at right and EIN:------------------------------
complete the Certificate of Awaiting Taxpayer
Identification Number below.
- ------------------------------------------------------------------------------------------------------------
PART II. For Payees exempt from backup withholding, see the enclosed
"Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" and complete as instructed therein.
- --------------------------------------------------------------------------------
PART III. CERTIFICATION
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or, as indicated, 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 IRS that I
am subject to backup withholding as a result of a failure to report all
interests 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 subject to backup withholding because
of underreporting of 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).
- --------------------------------------------------------------------------------
Signature Date 2000
- ------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART I
OF THIS SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
- --------------------------------------------------------------------------------
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that, notwithstanding the information I
provided in Part III of the Substitute Form W-9 (and the fact that I have
completed this Certificate of Awaiting Taxpayer Identification Number),
all reportable payments made to me hereafter will be subject to a 31
percent backup withholding tax until I provide a properly certified
taxpayer identification number.
- ------------------------------------------------- -------------------------------------------------
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT 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.
11
12
The Depositary for the Offer is:
CITIBANK, N.A.
By Mail: By Hand: By Courier:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
P.O. Box 685 Corporate Trust Window 915 Broadway, 5th Floor
Old Chelsea Station 111 Wall Street, 5th Floor New York, NY 10010
New York, NY 10113 New York, NY 10043
By Facsimile Transmission:
(For Eligible Institutions Only)
(212) 505-2248
Confirm Facsimile Transmission:
By Telephone Only:
(800) 270-0808
The Information Agent for the Offer is:
[MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
Banks and Brokers Call Collect: (212) 929-5500
All Others Call Toll-Free: (800) 322-2885
February 1, 2000