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EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
SIERRACITIES.COM INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED FEBRUARY 27, 2001
BY
AMTRS CORP.
A WHOLLY-OWNED SUBSIDIARY OF
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, MARCH 26, 2001, UNLESS THE OFFER IS EXTENDED.
The Disbursing Agent (and Depositary) for the Offer is:
EquiServe Trust Company, N.A.
By Mail: By Overnight Courier: By Hand:
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. EquiServe Trust Company, N.A.
Corporate Actions Corporate Actions c/o Securities Transfer &
P.O. Box 2527 Suite 4660 Reporting Services, Inc.
Jersey City, NJ 07303-2527 525 Washington Blvd. 100 William Street -- Galleria
Re: SierraCities.com Inc. Jersey City, NJ 07310 New York, NY 10038
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DISBURSING AGENT.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
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 the Offer to Purchase) is utilized, if delivery of Shares is to
be made by book-entry transfer to the Disbursing Agent's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to
the procedures set forth in Section 3 of the Offer to Purchase. DELIVERY OF
DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO
THE DISBURSING AGENT.
Stockholders who cannot deliver their Shares and all other documents
required hereby to the Disbursing Agent by the Expiration Date (as defined in
the Offer to Purchase) or the expiration of any Subsequent Offering Period (as
defined in the Offer to Purchase), or who cannot complete the procedures for
delivery by book-entry transfer on a timely basis (as required by the Offer to
Purchase), must tender their Shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
APPEAR(S) ON SHARE CERTIFICATE(S)) SEE INSTRUCTION 3.
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TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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TOTAL SHARES:
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* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the
Disbursing Agent are being tendered. See Instruction 4. IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11.
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[ ] CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN. SEE
INSTRUCTION 11.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
AN ACCOUNT MAINTAINED BY THE DISBURSING AGENT WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
Account Number at The Depository Trust Company:
Transaction Code Number:
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DISBURSING AGENT, ENCLOSE A
PHOTOCOPY OF SUCH NOTICE AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
Window Ticket No. (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution that Guaranteed Delivery:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to AMTRS Corp., a Delaware corporation
("Purchaser") and a wholly-owned subsidiary of American Express Travel Related
Services Company, Inc., a New York corporation ("Parent"), the above described
shares of Common Stock, par value $.01 per share (the "Company Common Stock"),
of SierraCities.com Inc., a Delaware corporation (the "Company") (such shares of
Company Common Stock, together with the preferred share purchase rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of December 30, 1998
(the "Rights Agreement"), between the Company and Harris Trust and Savings Bank,
as rights agent, associated with such shares, being hereinafter collectively
referred to herein as the "Shares"), pursuant to Purchaser's offer to purchase
all issued and outstanding Shares, at a purchase price of $5.68 per Share (or
such higher price as may be paid in the Offer), net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated February 27, 2001 (the "Offer to Purchase"), and
this Letter of Transmittal (which, together with the Offer to Purchase and any
amendments or supplements, collectively constitute the "Offer"). Receipt of the
Offer is hereby acknowledged.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms of any such extension or amendment),
and effective upon acceptance for payment of, and payment for, the Shares
tendered herewith, the undersigned hereby sells, assigns and transfers to, or
upon the order of, Purchaser all right, title and interest in and to all Shares
tendered hereby (and any and all other Shares or other securities or rights
issued or issuable in respect thereof) and appoints EquiServe Trust Company,
N.A., the depositary and disbursing agent (referred to herein as the "Disbursing
Agent"), the true and lawful agent and attorney-in-fact of the undersigned with
respect to such Shares (and all such other Shares or securities or rights), with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to the full extent of the
undersigned's rights with respect to such Shares (and any such other Shares or
securities or rights) to (1) deliver certificates for such Shares (and all such
other Shares or securities or rights), or transfer ownership of such Shares (and
all such other Shares or securities or rights) on the account books maintained
by the Book-Entry Transfer Facility, together, in any such case, with all
accompanying evidences of transfer and authenticity to, or upon the order of,
Purchaser, (2) present such Shares (and all such other Shares or securities or
rights) for transfer on the books of the Company and (3) receive all benefits
and otherwise exercise all rights of beneficial ownership of such Shares (and
all such other Shares or securities or rights), all in accordance with the terms
of the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints Purchaser, its officers and its designees, and each of them, as the
undersigned's attorneys-in-fact and proxies, each with full power of
substitution, to the full extent of the undersigned's rights with respect to the
Shares tendered hereby (and with respect to any and all other Shares or other
securities or rights issued or issuable in respect thereof). All such powers of
attorney and proxies are irrevocable and coupled with an interest in the Shares
tendered hereby that have been accepted for payment. Such acceptance for payment
shall revoke all prior powers of attorney and proxies given by the undersigned
with respect to the Shares (and such other Shares and securities or rights), and
no subsequent powers of attorney, proxies or written consents may be given or
executed by the undersigned (and if given or executed will not be deemed
effective). Purchaser, its officers and its designees are, with respect to the
Shares tendered hereby (and such other Shares and securities or rights),
empowered to exercise all voting and other rights of the undersigned as they, in
their sole discretion, may deem proper at any annual or special meeting of the
Company's stockholders or any adjournment or postponement thereof, by written
consent in lieu of any such meeting or otherwise. In order for Shares to be
deemed validly tendered hereby, immediately upon Purchaser's payment for such
Shares, Purchaser must be able to exercise full voting rights with respect to
such Shares and other securities or rights, including voting at any meeting of
stockholders or acting by written consent without a meeting.
The undersigned hereby represents and warrants that (1) the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any and all other Shares or other securities or rights
issued or issuable in respect thereof), (2) the undersigned owns the Shares
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"), (3) the tender of the
tendered Shares complies with Rule 14e-4 under the Exchange Act and (4) when the
same are accepted for payment by Purchaser, Purchaser will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
claims and encumbrances
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and not subject to any adverse claim. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Disbursing Agent or
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered hereby (and all such other Shares or securities
or rights).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
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 an agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer.
The undersigned understands that the Offer is conditioned upon, among other
things, (1) there being validly tendered and not withdrawn prior to the
expiration of the Offer a number of Shares which, together with the Shares then
beneficially owned by Parent or Purchaser, represents at least two-thirds of the
outstanding Shares calculated on a fully diluted basis ("on a fully diluted
basis" means, as of any date: the number of Shares outstanding, together with
the number of Shares the Company is then required to issue pursuant to
obligations outstanding at that date under outstanding stock options, other
benefit plans or otherwise) and (2) the expiration or termination of any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.
Unless otherwise indicated in the box below entitled "Special Payment
Instructions," please issue the check for the purchase price of any Shares
purchased, and return any certificates for the Shares not tendered or not
purchased, in the name(s) of the undersigned (and, in the case of Shares
tendered by book-entry transfer, by credit to the account at the Book-Entry
Transfer Facility designated above). Similarly, unless otherwise indicated in
the box below entitled "Special Delivery Instructions," please mail the check
for the purchase price of any Shares purchased and any certificates for Shares
not tendered or not purchased (and accompanying documents, as appropriate) to
the undersigned at the address shown below the undersigned's signature(s). In
the event that both boxes below entitled "Special Payment Instructions" and
"Special Delivery Instructions" are completed, please issue the check for the
purchase price of any Shares purchased and return any certificates evidencing
Shares not tendered or not purchased in the name(s) of, and mail said check and
any certificates to, the person(s) so indicated. The undersigned recognizes that
Purchaser has no obligation to transfer any Shares from the name of the
registered holder(s) thereof pursuant to the box below entitled "Special Payment
Instructions," if Purchaser does not accept for payment any of the Shares so
tendered.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price
of Shares purchased (less the amount of any federal
income and backup withholding tax required to be
withheld) or certificates for Shares not tendered or not
purchased are to be issued in the name of someone other
than the undersigned.
Issue: [ ] Check
[ ] Share Certificate(s) to:
Name(s): ---------------------------------------------
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(PLEASE PRINT)
Address: -----------------------------------------------
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION NO.)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price
of Shares purchased (less the amount of any federal
income and backup withholding tax required to be
withheld) or certificates for Shares not tendered or not
purchased are to be mailed to someone other than the
undersigned or to the undersigned at an address other
than that shown below the undersigned's signature(s).
Mail: [ ] Check
[ ] Share Certificate(s) to:
Name(s): ---------------------------------------------
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(PLEASE PRINT)
Address: -----------------------------------------------
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION NO.)
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SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
(SIGNATURE(S) OF OWNER(S))
Dated: , 2001
Name(s):
(PLEASE PRINT)
Capacity (Full Title):
Address:
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ( )
()
Taxpayer Identification or Social Security No.:
(SEE SUBSTITUTE FORM W-9)
(Must be signed by registered holder(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 holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a corporation
or other person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED; SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Authorized Signature:
Name(s):
(PLEASE PRINT)
Title:
Name of Firm:
Address:
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ( )
Dated: , 2001
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TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (SEE INSTRUCTION 9)
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PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A.
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SUBSTITUTE PART 1 -- Please provide your TIN in ------------------------------------
FORM W-9 the box at right and certify by Social Security Number(s) or
DEPARTMENT OF THE TREASURY signing and dating below. Employer Identification Number(s)
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER ("TIN")
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PART 2 -- Certification -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT: PART 3 --
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for Awaiting TIN [ ]
a number to be issued for me) and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b)
I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of 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.
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SIGNATURE ____________________________________ DATE ________________ , 2001
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE 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 (1) 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 (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable cash payments made to me will be withheld until I provide a
taxpayer identification number.
, 2001
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SIGNATURE DATE
The Letter of Transmittal, certificate(s) for Shares and any other required
documents should be sent or delivered by each stockholder of the Company or such
stockholder's broker, dealer, commercial bank, trust company or other nominee to
the Disbursing Agent at its address set forth above.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Signatures on a Letter of Transmittal need not
be guaranteed if (a) the Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this Instruction, includes any
participant in the Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of the Shares) of the Shares tendered herewith and
such holder has not completed the boxes entitled "Special Payment Instructions"
or "Special Delivery Instructions" on the Letter of Transmittal or (b) such
Shares are tendered for the account of an Eligible Institution (as defined
below). See Instruction 5 below. Except as otherwise provided in the preceding
sentence, all signatures on a Letter of Transmittal must be guaranteed by a
financial institution (such as a bank, savings and loan association or brokerage
house) that is a member of a recognized Medallion Program approved by The
Securities Transfer Association Inc., including the Securities Transfer Agents
Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the
New York Stock Exchange, Inc. Medallion Signature Program (MSP) (each an
"Eligible Institution").
2. Delivery of Letter of Transmittal and Shares. 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 delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Disbursing Agent's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or, in the case of
a book-entry transfer, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Disbursing Agent at its
address set forth on the front page of this Letter of Transmittal by the
Expiration Date or the expiration of any Subsequent Offering Period.
Stockholders who cannot deliver their Shares and all other required
documents to the Disbursing Agent by the Expiration Date or the expiration of
any Subsequent Offering Period, or who cannot complete the procedure for book-
entry transfer on a timely basis, must tender their Shares 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 Disbursing Agent by the Expiration Date or the expiration of any
Subsequent Offering Period and (c) the certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the Disbursing Agent's
account at the Book-Entry Transfer Facility of all Shares delivered
electronically, as well as a properly completed and duly executed Letter of
Transmittal (or, in the case of a book-entry delivery, an Agent's Message) and
any other documents required by this Letter of Transmittal, must be received by
the Disbursing Agent within three trading days after the date of execution of
such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to
Purchase. A "trading day" is any day on which The Nasdaq National Market is open
for business. If Share certificates are forwarded separately to the Disbursing
Agent, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT THE SOLE OPTION AND RISK OF THE TENDERING STOCKHOLDER AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DISBURSING AGENT (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION, EACH AS DEFINED
IN THE OFFER TO PURCHASE). IF CERTIFICATES FOR SHARES ARE SENT BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
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. By executing this Letter of Transmittal,
the tendering stockholder waives any right to receive any notice of the
acceptance for payment of the Shares.
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 referenced in the box entitled "Description of
Shares Tendered."
4. Partial Tenders (not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Shares represented by any
certificate delivered to the Disbursing Agent are to be tendered, fill in the
number of Shares which are
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to be tendered in the box entitled "Number of Shares Tendered." In such case, a
new certificate for the remainder of the Shares represented by the old
certificate will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Disbursing Agent 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 holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby is held of record by two or more
persons, all such persons must sign this Letter of Transmittal. If any of the
Shares tendered hereby are registered in different names on different
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made, or certificates
for Shares not tendered or not purchased are to be returned, in the name of any
person other than the registered holder(s). Signatures on any 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 holder(s) of the Shares tendered hereby, certificates 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 certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
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 should so indicate when signing, and submit evidence satisfactory to
Purchaser of the authority of such person so to act.
6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or
certificates for Shares not tendered or not purchased are to be returned in the
name of, any person other than the registered holder(s), or if a transfer tax is
imposed for any reason other than the sale or transfer of Shares to Purchaser
pursuant to the Offer, then the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) will be
deducted from the purchase price unless evidence satisfactory to the Purchaser
of the payment of such taxes, or exemption therefrom, is submitted herewith.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. Special Payment and Delivery Instructions. If the check for the
purchase price of any Shares purchased is to be issued, or any certificates for
Shares not tendered or not purchased are to be returned, in the name of a person
other than the person(s) signing this Letter of Transmittal or if the check or
any certificates for Shares not tendered or not purchased 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 shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer may request that Shares not
purchased be credited to such account at the Book-Entry Transfer Facility as
such stockholder may designate in the box entitled "Special Payment
Instructions." If no such instructions are given, any such Shares not purchased
will be returned by crediting the account at the Book-Entry Transfer Facility
designated above.
8. Waiver of Conditions. Subject to the Merger Agreement (as defined in
the Offer to Purchase), Purchaser reserves the absolute right in its sole
discretion to waive, at any time or from time to time, any of the specified
conditions of the Offer, in whole or in part, in the case of any Shares
tendered.
9. Backup Withholding. UNDER THE FEDERAL INCOME TAX LAWS, THE DISBURSING
AGENT WILL BE REQUIRED TO WITHHOLD 31% OF THE AMOUNT OF ANY PAYMENTS MADE TO
CERTAIN STOCKHOLDERS PURSUANT TO THE OFFER. IN ORDER TO AVOID SUCH BACKUP
WITHHOLDING, EACH TENDERING STOCKHOLDER, AND, IF APPLICABLE, EACH OTHER PAYEE,
MUST PROVIDE THE DISBURSING AGENT WITH SUCH STOCKHOLDER'S OR PAYEE'S CORRECT
TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH STOCKHOLDER OR PAYEE IS NOT
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SUBJECT TO SUCH BACKUP WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 SET
FORTH ABOVE.
In general, if a stockholder or payee is an individual, the taxpayer
identification number is the Social Security number of such individual. If the
Disbursing Agent is not provided with the correct taxpayer identification
number, the stockholder or payee may be subject to a $50 penalty imposed by the
Internal Revenue Service. Certain stockholders or payees (including, among
others, all corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. In order to satisfy the
Disbursing Agent that a foreign individual qualifies as an exempt recipient,
such stockholder or payee must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Disbursing 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 Shares are held in more than one name),
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
If the tendering stockholder has not been issued a taxpayer identification
number and has applied for a taxpayer identification number or intends to apply
for a taxpayer identification number in the near future, such stockholder should
write "Applied For" in the space provided for the taxpayer identification number
in Part 1 of the Substitute Form W-9, check the box in Part 3 thereof and sign
and date the Substitute Form W-9, and the stockholder or other payee must also
complete the Certificate of Awaiting Taxpayer Identification Number in order to
avoid backup withholding. Notwithstanding whether the Certificate of Awaiting
Taxpayer Identification Number is completed, the Disbursing Agent will withhold
31% on all payments made prior to the time a properly certified taxpayer
identification number is provided to the Disbursing Agent. However, such amounts
will be refunded to such stockholder if a taxpayer identification number is
provided to the Disbursing Agent within 60 days.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Disbursing Agent to
withhold 31% of the amount of any payments made pursuant to the 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 provided that the required information is furnished to
the Internal Revenue Service.
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% 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.
10. Requests for Assistance or Additional Copies. Requests for assistance
or additional copies of the Offer to Purchase and this Letter of Transmittal may
be obtained from the Information Agent at its address or telephone number set
forth below.
11. Lost, Destroyed or Stolen Certificates. If any certificate
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly contact the Disbursing Agent. The stockholder 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, destroyed or stolen certificates have been
followed.
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The Information Agent for the Offer is:
[MORROW & CO., INC. LOGO]
445 Park Avenue, 5th Floor
New York, NY 10022
Call Collect (212) 754-8000
Banks and Brokerage Firms Call: (800) 654-2468
Stockholders Please Call: (800) 607-0088
E-mail: sierra.info@morrowco.com
The Dealer Manager for the Offer is:
[FIRST UNION LOGO]
301 South College Street, 4th Floor
Charlotte, NC 28288
(704) 715-6000