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EXHIBIT (a)(1)(C)
LETTER OF TRANSMITTAL
OFFER TO PURCHASE FOR CASH
[SPARK LOGO] ALL OUTSTANDING SHARES OF COMMON STOCK
AND CLASS A COMMON STOCK
OF
GLOBALNET FINANCIAL.COM, INC.
AT
$0.36 AND $0.036 PER SHARE, RESPECTIVELY,
BY
GLOBALNET ACQUISITIONS INC.,
A WHOLLY OWNED SUBSIDIARY OF
NEWMEDIA SPARK PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON AUGUST 22, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
THE BANK OF NEW YORK
WITHIN THE U.S.
By Registered or Certified Mail By Facsimile Transmission By Hand or Overnight Courier
Tender & Exchange Department (for Eligible Institutions Only) Tender & Exchange Department
P.O. Box 11248 (212) 815-6213 101 Barclay Street
Church Street Station For Confirmation Only Telephone: Receive and Deliver Window
New York, New York 10286-1248 (212) 815-6156 New York, New York 10286
OUTSIDE THE U.S.
By Registered or Certified Mail By Hand or Overnight Courier
30 Cannon Street 30 Cannon Street
London EC4M 6XH London EC4M 6XH
United Kingdom United Kingdom
Attn: Julie McCarthy Attn: Julie McCarthy
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. THE
INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
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DESCRIPTION OF SHARES PURCHASED
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SHARES TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
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TOTAL NUMBER OF
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) COMMON STOCK OR SHARES REPRESENTED
PLEASE FILL IN, IF BLANK, EXACTLY AS CLASS A SHARE CERTIFICATE BY SHARE NUMBER OF SHARES
NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S) COMMON STOCK NUMBER(S)* CERTIFICATE(S)* TENDERED**
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TOTAL SHARES
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* Need not be completed if transfer is made by book-entry transfer (for
Common Stock only).
** Unless otherwise indicated, it will be assumed that all Shares described
above 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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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 2 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 at the Book-Entry Transfer Facility (as
defined in and pursuant to the procedures set forth in Section 2 of the Offer to
Purchase). Stockholders whose certificates for Shares are not immediately
available or who cannot deliver either the certificates for, or a Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect to, their Shares
and all other documents required hereby to the Depositary prior to the
Expiration Date (as defined in the Offer to Purchase) may be able to tender
their Shares in accordance with the guaranteed delivery procedures set forth in
Section 2 of the Offer to Purchase. See Instruction 2. Delivery of documents to
a Book-Entry Transfer Facility 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 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, ENCLOSE A PHOTOCOPY OF
SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s)_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Date of Execution of Notice of Guaranteed Delivery_ _ _ _ _ _ _ _ _ _ _ _ _
Name of Institution that Guaranteed Delivery_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
If delivered by book-entry transfer check box: [ ] _ _ _ _ _ _ _ _ _ _ _ _
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to GlobalNet Acquisitions Inc., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of NewMedia SPARK
plc, a company organized under the laws of England and Wales ("Parent"), the
above-described shares of common stock and class A common stock, both at par
value $.001 per share, together with the rights to purchase the Series A Junior
Participating Preferred Stock and the Series B Junior Participating Preferred
Stock pursuant to the Rights Agreement, dated July 19, 2001, between the Company
(as defined below) and the Bank of New York, as Rights Agent (the "Shares"), of
GlobalNet Financial.com, Inc., a Delaware corporation (the "Company"), upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase dated July 25, 2001 (the "Offer to Purchase"), and this Letter of
Transmittal (which, together with any amendments or supplements thereto or
hereto, collectively constitute the "Offer"), receipt of which is hereby
acknowledged.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of June 15, 2001, as amended as of July 17, 2001, by and among Parent, the
Purchaser and the Company.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any 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, the Purchaser all
right, title and interest in and to all the Shares that are being tendered
hereby (and any and all other Shares or other securities or rights issued in
respect thereof on or after June 15, 2001) and irrevocably constitutes and
appoints The Bank of New York (the "Depositary"), the true and lawful agent and
attorney-in-fact of the undersigned, 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) (a) to deliver certificates for
such Shares (and any such other Shares or securities or rights) or transfer
ownership of such Shares (and any 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, the Purchaser, (b) to present such Shares (and any such
other Shares or securities or rights) for transfer on the Company's books and
(c) to receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any such other Shares or securities or rights),
all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered
Shares (and any and all other Shares or other securities or rights issued or
issuable in respect of such Shares on or after June 15, 2001), that the
undersigned owns the Shares tendered hereby within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that the tender of the tendered Shares complies with Rule 14e-4 under the
Exchange Act and, when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, changes, security interests, restrictions, claims 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 the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the tendered Shares (and any such
other Shares or other securities or rights).
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall be binding upon the successors, assigns, trustees in
bankrupcy, heirs, executors, administrators and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
The undersigned hereby irrevocably appoints Joel Plasco and Charles Berry,
and each of them, and any other designees of the Purchaser, the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote at any annual, special or adjourned meeting of the
Company's stockholders or otherwise in
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such manner as each such attorney-in-fact and proxy or his or her substitute
shall in his or her sole discretion deem proper with respect to, to execute any
written consent concerning any matter as each such attorney-in-fact and proxy or
his or her substitute shall in his or her sole discretion deem proper with
respect to, and to otherwise act as each such attorney-in-fact and proxy or his
or her substitute shall in his sole discretion deem proper with respect to, the
Shares (and any and all other Shares or other securities or rights issued or
issuable in respect of such Shares on or after June 15, 2001) tendered hereby
that have been accepted for payment by the Purchaser. This appointment is
effective when, and only to the extent that, the Purchaser accepts for payment
such Shares as provided in the Offer to Purchase. This power of attorney and
proxy are irrevocable and are granted in consideration of the acceptance for
payment of such Shares in accordance with the terms of the Offer. Upon such
acceptance for payment, all prior powers of attorney, proxies and consents given
by the undersigned with respect to such Shares (and any such other Shares or
securities or rights) will, without further action, be revoked and no subsequent
powers of attorney, proxies, consents or revocations may be given (and, if
given, will not be deemed effective) by the undersigned. The Purchaser reserves
the right to require that, in order for Shares or other securities to be deemed
validly tendered, immediately upon the Purchaser's acceptance for payment of
such Shares or other securities, the Purchaser must be able to exercise full
voting, consent and other rights with respect to the same, including voting at
any meeting of the Company's stockholders.
The undersigned understands that the valid tender of Shares pursuant to any
of the procedures described in Section 2 of the Offer to Purchase and in the
Instructions hereto will constitute a binding agreement between the undersigned
and the Purchaser upon the terms and subject to the conditions of the Offer (and
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment). The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price for all Shares purchased and/or
return any certificates for Shares not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing under "Description of Shares
Tendered". Similarly, unless otherwise indicated under "Special Delivery
Instructions", please mail the check for the purchase price for all Shares
purchased 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 holder(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 for
all Shares purchased and/ or return any certificates for Shares not tendered or
accepted for payment (and any accompanying documents, as appropriate) in the
name(s) of, and deliver such check and/or return such certificates (and any
accompanying documents, as appropriate) to, the person or persons so indicated.
Unless otherwise indicated herein under "Special Payment Instructions", please
credit any Shares tendered herewith by book-entry transfer that are not accepted
for payment by crediting the account at the Book-Entry Transfer Facility
designated above. The undersigned recognizes that the Purchaser has no
obligation pursuant to the "Special Payment Instructions" to transfer any Shares
from the name of the registered holder thereof if the Purchaser does not accept
for payment any of the Shares so tendered.
The Purchase price for properly tendered Shares which have been accepted by
the Purchaser will be paid in U.S. dollars. The Depositary has agreed to provide
foreign exchange services to convert such U.S. dollars into U.K. pounds sterling
to tendering stockholders who so elect. The Depositary will aggregate the U.S.
dollars to be paid to all stockholders whose Shares have been accepted by the
Purchaser and who have elected such foreign exchange services. The Depositary
will, promptly after the Offer is closed, convert such U.S. dollars into U.K.
pounds sterling and distribute to such stockholders their pro rata share of the
net U.K. pounds sterling proceeds received by the Depositary upon such
conversion, after deducting all costs and expenses of the Depositary.
[ ]CONVERT THE PURCHASE PRICE FROM U.S. DOLLARS TO U.K. POUNDS STERLING (FEES
AND EXPENSES TO BE PAID BY TENDERING STOCKHOLDERS).
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Stockholders whose Shares are accepted by Purchaser and who elect to have
the purchase price converted to U.K. pounds sterling as described above may
elect to have the purchase price to be received by them credited to their CREST
account.
[ ]CREDIT THE PURCHASE PRICE TO THE CREST ACCOUNT LISTED BELOW.
Name:
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CREST Account:
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Stockholders whose Shares are accepted by the Purchaser may elect to have
the purchase price to be received by them (or the U.K. pounds sterling proceeds
to be received pursuant to the above election) credited to their U.K. bank
account. Stockholders are advised, if electing to have the purchase price paid
into their U.K. bank account to consult with their bank regarding both such
bank's ability to accept funds in U.S. dollars and any applicable charges or
fees which may be incurred by electing payment to a U.K. bank account.
[ ]TRANSFER THE PURCHASE PRICE (OR U.K. POUNDS STERLING PROCEEDS) TO THE U.K.
BANK ACCOUNT LISTED BELOW.
Name (exactly as it appears on the account):
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Bank Name and Branch:
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Sort Code:
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Account Number:
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[ ]CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST OR DESTROYED AND SEE INSTRUCTION 11.
NUMBER AND CLASS OF SHARES REPRESENTED BY THE LOST OR DESTROYED
CERTIFICATES:
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates 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 or if shares tendered hereby and
delivered by book-entry transfer that are not
accepted for payment are to be returned by
credit to an account maintained at a
Book-Entry Transfer Facility other than the
account indicated above.
Issue [ ] Check [ ] Certificate(s) to:
Name_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(PLEASE PRINT)
Address _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(INCLUDE ZIP CODE)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(EMPLOYER IDENTIFICATION OR SOCIAL SECURITY
NUMBER)
[ ] Credit Shares delivered by book-entry
transfer and not purchased to the
Book-Entry Transfer Facility account.
Account number_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for
Shares not tendered or not accepted for
payment and/or the check for the purchase
price of Shares accepted for payment is to be
sent to someone other than the undersigned or
to the undersigned at an address other than
that above.
Mail [ ] Check [ ] Certificate(s) to:
Name _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(PLEASE PRINT)
Address _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(INCLUDE ZIP CODE)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 OR, FORM W-8BEN, IF APPLICABLE, BELOW)
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(SIGNATURE(S) OF STOCKHOLDER(S))
Dated: ------------------------ 2001
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Shares 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 trustees, executors, administrators,
guardians, attorneys-in-fact, agents, officers of corporations or others acting
in a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)
Name(s)
- --------------------------------------------------------------------------------
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(PLEASE PRINT)
Capacity (full title)
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Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number ----------------------------------------
Employer Identification or Social Security Number ------------------------------
(SEE
SUBSTITUTE FORM W-9)
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
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Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Title
- --------------------------------------------------------------------------------
Name of Firm
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Address
- --------------------------------------------------------------------------------
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(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number ----------------------------------------
Dated: ------------------------ 2001
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this 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 Facilities' system whose name appears on
a security position listing as the owner of the Shares) of Shares tendered
herewith, unless such registered holder(s) has completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares are tendered
for the account of a firm that is a participant in the Securities Transfer
Agents Medallion Program or the New York Stock Exchange Guarantee Program or the
Stock Exchange Medallion Program or by any other "eligible guarantor
institution", as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (each, an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by stockholders either if certificates are to be forwarded herewith or, unless
an Agent's Message (as defined below) is utilized, if delivery of Shares is to
be made pursuant to the procedures for book-entry transfer set forth in Section
2 of the Offer to Purchase. For a stockholder validly to tender Shares pursuant
to the Offer, either (a) a Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees or, in the case of a book-entry transfer, an Agent's Message, and any
other required documents, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date (as defined in the Offer
to Purchase) and either certificates for tendered Shares must be received by the
Depositary at one of such addresses or Shares must be delivered pursuant to the
procedures for book-entry transfer set forth herein (and a Book-Entry
Confirmation (as defined in the Offer to Purchase) must be received by the
Depositary), in each case, prior to the Expiration Date, or (b) the tendering
stockholder must comply with the guaranteed delivery procedures set forth below
and in Section 2 of the Offer to Purchase.
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary or complete the procedures for book-entry transfer prior to the
Expiration Date may tender their Shares by properly completing and duly
executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase. Pursuant to such
procedures, (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 the Purchaser must be received by the
Depositary prior to the Expiration Date and (c) the certificates for all
tendered Shares in proper form for transfer (or a Book-Entry Confirmation with
respect to all such Shares), together with a Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message, and
any other required documents, must be received by the Depositary within three
trading days after the date of execution of such Notice of Guaranteed Delivery
as provided in Section 2 of the Offer to Purchase. A "trading day" is any day on
which the New York Stock Exchange is open for business.
"Agent's Message" means a message transmitted by the Book-Entry Transfer
Facility to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation, that states that such 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 the Purchaser may enforce
such agreement against such participant.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY,
IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,
REGISTERED MAIL, WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
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No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, 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.
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE STOCKHOLDERS ONLY). If
fewer than all the Shares evidenced by any certificate submitted are to be
tendered, fill in the number of Shares that are to be tendered in the box
entitled "Number of Shares Tendered". In any such case, new certificate(s) for
the remainder of the Shares that were evidenced by the old certificate(s) will
be sent to the registered holder, unless otherwise provided in the appropriate
box on this Letter of Transmittal, as soon as practicable after the acceptance
of payment of, and payment for the Shares tendered herewith. 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 holder of the Shares
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificate(s) without any 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 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 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,
agents, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Purchaser of their authority so to act must
be submitted.
When 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 to
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 certificates listed, the certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered owner or owners appear on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Purchaser will pay any stock transfer taxes with respect to the transfer
and sale of Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if certificates for Shares
not tendered or accepted for payment are to be registered in the name of, any
person(s) other than the registered owner(s), or if tendered certificates are
registered in the name of any person(s) other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered owner(s) or such person(s)) payable on account of the transfer
to such other person(s) will be deducted from the purchase price unless evidence
satisfactory to the Purchaser of the payment of such taxes or exemption
therefrom is submitted.
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 a check is to be issued
in the name of, and/or certificates for Shares not accepted for payment or not
tendered are to be issued in the name of and/or returned to, a person other than
the signer of this Letter of Transmittal or if a check is to be sent and/or such
certificates are to be returned to a person other than the signer of this Letter
of Transmittal or to an address other than that shown
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above, the appropriate boxes on this Letter of Transmittal should be completed.
Any stockholder(s) delivering Shares by book-entry transfer may request that
Shares not purchased be credited to such account maintained at the Book-Entry
Transfer Facility as such stockholder(s) 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 as the account from which such Shares were
delivered.
8. WAIVER OF CONDITIONS. The Purchaser reserves the absolute right in its
sole discretion to waive any of the specified conditions (other than the Minimum
Tender Condition (as defined in the Offer to Purchase)) of the Offer, in whole
or in part, in the case of any Shares tendered.
9. BACKUP WITHHOLDING. In order to avoid backup withholding of U.S.
federal income tax on payments of cash pursuant to the Offer, a stockholder
surrendering Shares in the Offer must, unless an exemption applies, provide the
Depositary with such stockholder's correct taxpayer identification number
("TIN") on Substitute Form W-9 below in this Letter of Transmittal and certify
under penalties of perjury that such TIN is correct. If a stockholder does not
provide such stockholder's correct TIN, the Internal Revenue Service (the "IRS")
may impose a $50 penalty on such stockholder and payment of cash to such
stockholder pursuant to the Offer may be subject to backup withholding of 30.5%.
Backup withholding is not an additional tax. Rather, the amount of the
backup withholding can be credited against the Federal income tax liability of
the person subject to the backup withholding, provided that the required
information is given to the IRS. If backup withholding results in an overpayment
of tax, a refund can be obtained by the stockholder upon filing an income tax
return.
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are held 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.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 30.5% on all payments made prior to the time a properly certified TIN
is provided to the Depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the Depositary within 60 days.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Non-corporate foreign stockholders should complete and sign the main signature
form and a Form W-8BEN, Certificate of Foreign Status, below in this Letter of
Transmittal, in order to avoid backup withholding. Stockholders should consult
their tax advisors about qualifying for exemption from backup withholding and
the procedure for obtaining such exemption. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" and
"Instructions for Form W-8BEN" for more instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance may be directed to MacKenzie Partners (the "Information Agent")
at its address listed below. Additional copies of the Offer to Purchase, this
Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 and
Instructions for Form W-8BEN may be obtained from the Information Agent or from
brokers, dealers, banks, trust companies or other nominees.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by checking the box immediately preceding the
special payment/special delivery instructions and indicating the number of
Shares so lost, destroyed or stolen, or call the Information Agent at the
numbers listed in this Letter of Transmittal. The stockholder will then be
instructed by the Information Agent as to the steps that must be taken in order
to replace the certificate. This
11
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH ANY SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY
TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED
BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR
TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED
PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE
EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES
FOR GUARANTEED DELIVERY.
12
- --------------------------------------------------------------------------------
SUBSTITUTE Social Security Number
FORM W-9 PART I -- TAXPAYER IDENTIFICATION NUMBER -- FOR ---------------------------------------
ALL ACCOUNTS, ENTER TAXPAYER IDENTIFICATION or Employer Identification Number
DEPARTMENT OF THE NUMBER AT BOX AT RIGHT AND CERTIFY BY SIGNING -------------------------------
TREASURY AND DATING BELOW. Note: If the account is in
INTERNAL REVENUE SERVICE more than one name, see the chart in the
enclosed guidelines to determine which number
PAYER'S REQUEST FOR TAXPAYER to give the payer.
IDENTIFICATION NUMBER (TIN)
----------------------------------------------------------------------------------------
PART II -- Check the box if you are exempt from back up withholding (see enclosed
guidelines):
----------------------------------------------------------------------------------------
PART III -- CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me). (see instructions in the enclosed guidelines)
----------------------------------------------------------------------------------------
SIGNATURE ----------------------------------------- DATE:--------------------------
- ---------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30.5% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE
THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR SOON WILL APPLY FOR) A
TAXPAYER IDENTIFICATION NUMBER.
- --------------------------------------------------------------------------------
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 if I do not provide a taxpayer
identification number to the Depositary, 30.5% percent of all reportable
payments made to me will be withheld, but will be refunded to me if I
provide a certified taxpayer identification number within 60 days.
Signature Date
--------------------------------------------------- -----------------
Name (Please Print)
--------------------------------------------------------------------------
Address (Please Print)
--------------------------------------------------------------------------
--------------------------------------------------------------------------
13
Form W-8BEN CERTIFICATE OF FOREIGN STATUS OF BENEFICIAL OWNER
FOR UNITED STATES TAX WITHHOLDING
(Rev. December 2000) OMB NO. 1545-1621
c SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE. c SEE
Department of the Treasury SEPARATE INSTRUCTIONS.
Internal Revenue Service c GIVE THIS FORM TO THE WITHHOLDING AGENT OR PAYER. DO NOT
SEND TO THE IRS.
- --------------------------------------------------------------------------------------------------------------------
DO NOT USE THIS FORM FOR: INSTEAD, USE FORM:
- - A U.S. citizen or other U.S. person, including a resident
alien individual.......................................... W-9
- - A person claiming an exemption from U.S. withholding on
income effectively connected with the conduct of a trade
or business in the United States.......................... W-8ECI
- - A foreign partnership, a foreign simple trust, or a
foreign grantor trust (see instructions for exceptions)... W-8ECI or W-8IMY
- - A foreign government, international organization, foreign
central bank of issue, foreign tax-exempt organization,
foreign private foundation, or government of a U.S.
possession that received effectively connected income or
that is claiming the applicability of section(s) 115(2),
501(c), 892, 895, or 1443(b) (see instructions)........... W-8ECI or W-8EXP
NOTE: These entities should use Form W-8BEN if they are
claiming treaty benefits or are providing the form only to
claim they are a foreign person exempt from backup
withholding.
- - A person acting as an intermediary........................ W-8IMY
NOTE: See instructions for additional exceptions.
- -----------------------------------------------------------------------------------------------------------------
PART I IDENTIFICATION OF BENEFICIAL OWNER (See instructions.)
- -----------------------------------------------------------------------------------------------------------------
1 Name of individual or organization that is the beneficial owner 2 Country of
incorporation or
organization
- -----------------------------------------------------------------------------------------------------------------
3 Type of beneficial owner: [ ] Individual [ ] Corporation [ ] Disregarded entity
[ ] Grantor trust [ ] Complex trust [ ] Estate [ ] Government
[ ] Central bank of issue [ ] Tax-exempt organization [ ] Private foundation
- -----------------------------------------------------------------------------------------------------------------
4 Permanent residence address (street, apt. or suite no., or rural route). DO NOT USE A P.O. BOX OR IN-CARE-OF
ADDRESS.
- -----------------------------------------------------------------------------------------------------------------
City or town, state or province. Include postal code where appropriate.
- -----------------------------------------------------------------------------------------------------------------
5 Mailing address (if different from above)
- -----------------------------------------------------------------------------------------------------------------
City or town, state or province. Include postal code where appropriate.
- -----------------------------------------------------------------------------------------------------------------
6 U.S. taxpayer identification number, if required (see instructions) 7 Foreign tax
identifying number, if
any (optional)
[ ] SSN or ITIN [ ] EIN
- -----------------------------------------------------------------------------------------------------------------
8 Reference number(s) (see instructions)
- -----------------------------------------------------------------------------------------------------------------
PART II CLAIM OF TAX TREATY BENEFITS (if applicable)
- -----------------------------------------------------------------------------------------------------------------
9 I CERTIFY THAT (CHECK ALL THAT APPLY):
A [ ] The beneficial owner is a resident of ........ within the meaning of the
income tax treaty between the United States and that country.
B [ ] If required, the U.S. taxpayer identification number is stated on line 6
(see instructions).
C [ ] The beneficial owner is not an individual, derives the item (or items)
of income for which the treaty benefits are claimed, and, if applicable,
meets the requirements of the treaty provision dealing with limitation
on benefits (see instructions).
D [ ] The beneficial owner is not an individual, is claiming treaty benefits
for dividends received from a foreign corporation or interest from a
U.S. trade or business of a foreign corporation, and meets qualified
resident status (see instructions).
E [ ] The beneficial owner is related to the person obligated to pay the
income within the meaning of section 267(b) or 707(b), and will file
Form 8833 if the amount subject to withholding received during a
calendar year exceeds, in the aggregate, $500,000.
10 SPECIAL RATES AND CONDITIONS (if applicable -- see instructions): The
beneficial owner is claiming the provisions of Article .... of the treaty
identified on line 9a above to claim a ....% rate of withholding on (specify
type of income): ...........................................................
Explain the reasons the beneficial owner meets the terms of the treaty
article: ......................................................................
................................................................................
- --------------------------------------------------------------------------------
PART III NOTIONAL PRINCIPAL CONTRACTS
- --------------------------------------------------------------------------------
11 [ ] I have provided or will provide a statement that identifies those
notional principal contracts from which the income is not effectively
connected with the conduct of a trade or business in the United States. I
agree to update this statement as required.
- --------------------------------------------------------------------------------
PART IV CERTIFICATION
- --------------------------------------------------------------------------------
Under penalties of perjury, I declare that I have examined the information on
this form and to the best of my knowledge and belief it is true, correct, and
complete. I further certify under penalties of perjury that:
- - I am the beneficial owner (or am authorized to sign for the beneficial owner)
of all the income to which this form relates,
- - The beneficial owner is not a U.S. person,
- - The income to which this form relates is not effectively connected with the
conduct of a trade or business in the United States or is effectively
connected but is not subject to tax under an income tax treaty, and
- - For broker transactions or barter exchanges, the beneficial owner is an exempt
foreign person as defined in the instructions.
Furthermore, I authorize this form to be provided to any withholding agent that
has control, receipt, or custody of the income of which I am the beneficial
owner or any withholding agent that can disburse or make payments of the income
of which I am the beneficial owner.
SIGN HERE c ......................................................................... .................. ...............
Signature of beneficial owner (or individual authorized to Date (MM-DD-YYYY) Capacity in which acting
sign for beneficial owner)
- --------------------------------------------------------------------------------
FOR PAPERWORK REDUCTION ACT NOTICE, SEE SEPARATE INSTRUCTIONS. Cat. No.
25047Z Form W-8BEN (Rev. 12-2000)
14
The Information Agent for our offer is:
[MACKENZIE LOGO]
156 Fifth Avenue
New York, New York 10010
Proxy@mackenziepartners.com
(212) 929-5500 (call collect)
or
TOLL-FREE (800) 322-2885 (FROM WITHIN THE U.S.)
TOLL-FREE 00 800 3222 8851 (FROM OUTSIDE THE U.S.)