LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
SYNTELLECT INC.
FOR
US$0.72 NET PER SHARE
TO
ARIZONA ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
ENGHOUSE SYSTEMS LIMITED
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, DECEMBER 11, 2002, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
Computershare Trust Company of New York
<Table>
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Wall Street Station (For Eligible Institutions Wall Street Plaza
P.O. Box 1010 Only) 88 Pine Street, 19(th) Floor
New York, 10268-1010 (212) 701-7636 New York, NY 10005
For Confirmation Telephone:
(800) 245-7630
(For Confirmation Only)
</Table>
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED
THEREFOR BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE FIRPTA
AFFIDAVIT AND SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<Table>
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED
HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) SHARE CERTIFICATE(S) TENDERED
APPEAR(S) ON CERTIFICATE(S)) (PLEASE ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
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TOTAL NUMBER
CERTIFICATE OF SHARES
NUMBER(S)(1) TENDERED(2)
TOTAL NUMBER
OF SHARES
REPRESENTED BY
CERTIFICATE(S)(1)
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TOTAL SHARES TENDERED.....................
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(1) Need not be completed by stockholders tendering by book-entry transfer.
(2) Unless otherwise indicated, all Shares represented by certificates delivered to the Depositary
will be deemed to have been tendered. See Instruction 4.
[ ] CHECK HERE IF CERTIFICATES HAVE BEEN LOST OR MUTILATED. SEE INSTRUCTION 11.
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</Table>
This Letter of Transmittal is to be used by stockholders of Syntellect Inc.
("Syntellect") if certificates for Shares (as defined below) are to be forwarded
herewith or, unless an Agent's Message (as defined in Section 3 (Procedures for
Accepting the Offer and Tendering Shares) of the Offer to Purchase) 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
Section 2 (Acceptance for Payment and Payment for Shares) of the Offer to
Purchase and pursuant to the procedures set forth in Section 3 (Procedures for
Accepting the Offer and Tendering Shares) thereof).
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot complete the
procedure for book-entry transfer on a timely basis, or who cannot deliver all
other required documents to the Depositary prior to the Expiration Date (as
defined in Section 1 (Terms of the Offer) of the Offer to Purchase), must tender
their Shares according to the guaranteed delivery procedure set forth in Section
3 (Procedures for Accepting the Offer and Tendering Shares) of the Offer to
Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
TENDER OF SHARES
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT 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 AND COMPLETE THE
FOLLOWING:
Name(s) of registered holder(s):
Date of execution of Notice of Guaranteed Delivery:
Name of Eligible Institution that guaranteed delivery:
By executing and delivering this Letter of Transmittal the undersigned
acknowledges that it is tendering all Shares referenced in this Letter of
Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF
TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Arizona Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Enghouse Systems
Limited, an Ontario corporation ("Enghouse"), the above-described shares of
common stock, par value $.01 per share (the "Shares"), of Syntellect Inc., a
Delaware corporation ("Syntellect"), pursuant to the Purchaser's offer to
purchase all outstanding Shares, at a price of US$0.72 per Share, net to the
seller in cash, without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase dated November 13,
2002 (the "Offer to Purchase") and in this Letter of Transmittal. The Offer to
Purchase and this related Letter of Transmittal, together with any amendments or
supplements to either of them, collectively constitute the "Offer" as used in
this Letter of Transmittal. Receipt of the Offer is hereby acknowledged.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of November 5, 2002 (the "Merger Agreement"), among Enghouse, Syntellect and
the Purchaser.
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), and
effective upon acceptance for payment of 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 of the Shares that are being tendered hereby (and any and
all dividends, distributions, rights, other Shares or other securities issued or
issuable in respect thereof on or after the date hereof (collectively,
"Distributions")) and irrevocably constitutes and appoints Computershare Trust
Company of New York (the "Depositary") the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (and all
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Share Certificates for such Shares (and any and all Distributions) or transfer
ownership of such Shares (and any and all Distributions) 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, (ii) present such Shares (and any and all Distributions) for
transfer on the books of Syntellect, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and any
and all Distributions), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Stephen Sadler and Neil Shafran in their respective capacities as
officers or directors of the Purchaser, and any individual who shall thereafter
succeed to any such office of the Purchaser, and any other designees of the
Purchaser, and each of them, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to vote at any annual or
special meeting of Syntellect's stockholders or any adjournment or postponement
thereof or otherwise in 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 or her sole
discretion deem proper with respect to, all of the Shares (and any and all
Distributions) tendered hereby and accepted for purchase and payment by the
Purchaser. This appointment will be effective if and when, and only to the
extent that, the Purchaser accepts such Shares for purchase and payment pursuant
to the Offer. This power of attorney and proxy are irrevocable and are granted
in consideration of the acceptance for purchase and payment of such Shares in
accordance with the terms of the Offer. Such acceptance for purchase and payment
shall, without further action, revoke any prior powers of attorney and proxies
granted by the undersigned at any time with respect to such Shares (and any and
all Distributions), and no subsequent powers of attorney, proxies, consents or
revocations may be given by the undersigned with respect thereto (and, if given,
will not be deemed effective). The Purchaser reserves the right to require that,
in order for the Shares or other securities to be deemed validly tendered,
immediately upon the Purchaser's acceptance for
purchase and payment of such Shares, the Purchaser must be able to exercise full
voting, consent and other rights with respect to such Shares (and any and all
Distributions), including voting at any meeting of Syntellect's stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions and that, when the same are accepted for
purchase and payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges and encumbrances and the same will not
be subject to any adverse claims. 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 Shares tendered hereby and all Distributions. In addition, the undersigned
shall remit and transfer promptly to the Depositary for the account of the
Purchaser all Distributions in respect of the Shares tendered hereby,
accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, the Purchaser shall be
entitled to all rights and privileges as owner of each such Distribution and may
withhold the entire purchase price of the Shares tendered hereby or deduct from
such purchase price, the amount or value of such Distribution as determined by
the Purchaser in its sole discretion.
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, executors, administrators, personal
representatives, trustees in bankruptcy, 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 the Shares pursuant to
any one of the procedures described in Section 3 (Procedures for Accepting the
Offer and Tendering Shares) 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 or conditions of any such extension or
amendment). Without limiting the foregoing, if the price to be paid in the Offer
is amended in accordance with the Merger Agreement, the price to be paid to the
undersigned will be the amended price notwithstanding the fact that a different
price is stated in this Letter of Transmittal. The undersigned recognizes that
under certain circumstances set forth in the Offer to Purchase, the Purchaser
may not be required to accept for purchase and payment any of the Shares
tendered hereby.
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the purchase price of all of the Shares purchased and/or
return any certificates for the Shares not tendered or accepted for payment in
the name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered". Similarly, unless otherwise indicated under "Special Delivery
Instructions", please mail the check for the purchase price of all of the Shares
purchased and/or return any certificates for the Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Shares Tendered". In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and/or return any
certificates evidencing Shares not tendered or not accepted for payment (and any
accompanying documents, as appropriate) in the name(s) of, and deliver such
check and/or return any such certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box entitled "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.
SPECIAL PAYMENT INSTRUCTIONS
(see Instructions 5, 6 and 7)
To be completed ONLY if the check for the purchase price of Shares accepted
for payment and/or certificates representing Shares not tendered or accepted for
payment are to be issued in the name of someone other than the undersigned.
Issue: [ ] check [ ] certificate(s) to:
Name:
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(Please print)
Address:
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(Include zip code)
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(Taxpayer identification or Social Security Number)
(Also complete Substitute Form W-9 below)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 7)
To be completed ONLY if the check for the purchase price of Shares accepted
for payment and/or certificates representing Shares not tendered or accepted for
payment are to be sent to someone other than the undersigned or to the
undersigned at an address other than that shown under "Description of Shares
Tendered".
Mail: [ ] check [ ] certificate(s) to:
Name:
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(Please print)
Address:
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(Include zip code)
IMPORTANT
STOCKHOLDER: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
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(SIGNATURE(S) OF OWNER(S))
Dated: ------------, 2002
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the 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, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and provide
the information described in Instruction 5.)
Name(s): -----------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title): ---------------------------------------------------------
(SEE INSTRUCTIONS)
Address: -----------------------------------------------------------------------
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(INCLUDE ZIP CODE)
Area code and telephone number: ------------------------------------------------
Taxpayer identification or Social Security
Number: --------------------------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(If required -- see Instructions 1 and 5)
Authorized
signature(s): ----------------------------------------------------------
Name: --------------------------------------------------------------------------
Name of Firm: ------------------------------------------------------------------
Address: -----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area code and telephone number: ------------------------------------------------
Dated: ------------, 2002
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 Section, includes any
participant in the Book-Entry Transfer Facility's system whose name appears on a
security position listing as the owner of the Shares) of the 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 financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Security Transfer Agent's Medallion Program, the New York Stock Exchange
Medallion Signature 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 Exchange Act (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 if certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if tenders are to be made pursuant to the procedure
for tender by book-entry transfer set forth in Section 3 (Procedures for
Accepting the Offer and Tendering Shares) of the Offer to Purchase. Share
Certificates evidencing tendered Shares, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of Shares into the Depositary's account
at the Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a
manually signed facsimile hereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message in connection with a
book-entry transfer, and any other documents required by this Letter of
Transmittal, must be received by the Depositary at its address set forth herein
prior to the Expiration Date (as defined in Section 1 (Terms of the Offer) of
the Offer to Purchase). Stockholders whose Share Certificates are not
immediately available, or who cannot complete the procedure for delivery by
book-entry transfer on a timely basis or who cannot deliver all other required
documents to the Depositary prior to the Expiration Date may 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 (Procedures
for Accepting the Offer and Tendering Shares) of the Offer to Purchase. Pursuant
to such procedure: (i) such tender must be made by or through an Eligible
Institution; (ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by the Purchaser, must be
received by the Depositary prior to the Expiration Date; and (iii) the Share
Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in
proper form for transfer, in each case together with this Letter of Transmittal
(or a manually signed facsimile thereof), properly completed and duly executed,
with any required signature guarantees (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 Depositary within three Nasdaq National
Market trading days after the date of execution of such Notice of Guaranteed
Delivery. If Share Certificates are forwarded separately to the Depositary, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK IF THE TENDERING STOCKHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE IF A BOOK-ENTRY TRANSFER, RECEIPT OF A 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.
No alternative, conditional or contingent tenders will be accepted. All
tendering stockholders, by execution of this Letter of Transmittal (or a
facsimile hereof), 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 being tendered and any other
required information should be listed on a separate signed schedule attached
hereto.
4. PARTIAL TENDERS. (Not applicable to stockholders who tender by
book-entry transfer.) If fewer than all of the Shares evidenced by any Share
Certificate are to be tendered, fill in the number of Shares that are to be
tendered in the box entitled "Number of Shares Tendered". In this case, new
Share Certificates for the Shares that were evidenced by your old Share
Certificates, but were not tendered by you, will be sent to you, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as soon
as practicable after the Expiration Date. All Shares represented by Share
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(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 change
whatsoever.
If any of the Shares tendered hereby are held 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
DIFFERENT CERTIFICATES, IT WILL BE NECESSARY TO COMPLETE, SIGN AND SUBMIT AS
MANY SEPARATE LETTERS OF TRANSMITTAL AS THERE ARE DIFFERENT REGISTRATIONS ON
CERTIFICATES.
If this Letter of Transmittal or any certificates or stock powers are
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 proper evidence
satisfactory to the Purchaser of the authority of such person so to act must be
submitted. If this Letter of Transmittal is signed by the registered holder(s)
of the Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made or certificates
for Shares not tendered or not accepted for payment are to be issued in the name
of a person other than the registered holder(s). Signatures on any such Share
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 certificate(s) listed and transmitted hereby, the
certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificate(s). Signature on any such Share Certificates or stock powers
must be guaranteed by an Eligible Institution. If Share Certificates are
delivered to the Depositary separately or at different times, or if the name
reflected on Share Certificates delivered at the same time do not match exactly,
then a properly executed Letter of Transmittal must accompany each delivery and,
within each delivery, each set of Share Certificates with identical holder
names.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the transfer
and sale 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 if certificate(s) for Shares
not tendered or not accepted for payment are to be registered in the name of,
any person other than the registered holder(s), or if tendered certificate(s)
are registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such other person) payable on account of the
transfer to such other person will be deducted from the purchase price of such
Shares purchased 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 certificate(s) evidencing the Shares
tendered hereby.
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 not accepted for
payment are to be issued or returned to, a person other
than the signer of this Letter of Transmittal or if a check and/or such
certificates are to be returned to a person other than the person(s) signing
this Letter of Transmittal or to an address other than that shown in this Letter
of Transmittal, the appropriate boxes on this Letter of Transmittal must be
completed.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery, Internal Revenue Service ("IRS")
Form W-8BEN or W-8ECI and the Guidelines for Request for Taxpayer Identification
Number and Certification of Substitute Form W-9 may be directed to the
Information Agent at the address and phone number set forth below, or from
brokers, dealers, commercial banks or trust companies.
9. WAIVER OF CONDITIONS. Subject to the terms and conditions of the
Merger Agreement, the Purchaser reserves the 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 (other than the
Minimum Condition, as defined in the Offer to Purchase) without Syntellect's
consent.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify MacKenzie Partners, Inc., in its capacity as Information Agent
for the Shares (toll-free telephone number: (800) 322-2885). The stockholder
will then be instructed as to the steps that must be taken in order to replace
the certificate. THIS LETTER OF TRANSMITTAL AND RELATED DOCUMENTS CANNOT BE
PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST OR DESTROYED CERTIFICATES HAVE
BEEN FOLLOWED.
11. SUBSTITUTE FORM W-9; FIRPTA WITHHOLDING. A tendering stockholder is
required to provide the Depositary with a correct Taxpayer Identification Number
("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information" below, and to certify, under penalties of perjury, that such number
is correct and that such stockholder is not subject to backup withholding of
Federal income tax. If a tendering stockholder is subject to backup withholding,
the stockholder must cross out Item (Y) of Part 3 of the Certification Box of
Substitute Form W-9. Failure to provide the information on Substitute Form W-9
may subject the tendering stockholder to Federal income tax withholding of 30%
of any payments made to the stockholder pursuant to the Offer, but such
withholdings will be refunded if the tendering stockholder provides a completed
Substitute Form W-9 within 60 days of the date the Purchaser accepts for payment
the Shares tendered herewith.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Non-corporate foreign stockholders should submit an appropriate and properly
completed IRS Form W-8BEN or W-8ECI, copies of which may be obtained from the
Depositary, in order to avoid backup withholding. See the enclosed "Guidelines
for Request for Taxpayer Identification Number and Certification of Substitute
Form W-9" for more instructions. Further, under the Foreign Investment in Real
Property Tax Act ("FIRPTA"), the Depositary may be required to withhold from
persons who are not United States citizens 10% of the amount of any payments
pursuant to the Offer. A tendering stockholder is required to complete and
provide to the Depositary the FIRPTA Affidavit included in this Letter of
Transmittal certifying such tendering stockholder's taxpayer identification
number and address and that the tendering stockholder is not a foreign person.
Failure to so complete and provide the FIRPTA Affidavit may result in the
Purchaser's withholding of federal income tax in an amount equal to 10% of the
Offer Price.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) 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 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.
IMPORTANT TAX INFORMATION
Under the United States federal income tax laws, payments for Shares
pursuant to the Offer may be subject to backup withholding. Each stockholder who
would like to avoid backup withholding should provide the Depositary (as payer)
with such stockholder's correct TIN (or with a certification that such
stockholder is awaiting a TIN) and with a certification that such stockholder is
not subject to backup withholding by completing Substitute Form W-9 below. If
such stockholder is an individual, the TIN is his or her social security number.
If such stockholder is subject to backup withholding, such stockholder must
cross out Item (Y) of Part 3 on Substitute Form W-9. If the Depositary is not
provided with the correct taxpayer identification number, such stockholder may
be subject to a US$50 penalty imposed by the IRS.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are exempt from the backup withholding and reporting
requirements. In general, in order for a foreign individual to qualify as an
exempt recipient, that stockholder must submit to the Depositary a properly
completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding or Form W-8ECI, Certificate of Foreign Person's
Claim of Exemption from Withholding on Income Effectively Connected with Conduct
of a Trade or Business in the United States, signed under the penalties of
perjury, attesting to that individual's exempt status. Such forms may be
obtained from the Depositary. Exempt stockholders, while not required to file
Substitute Form W-9, should file Substitute Form W-9 to avoid possible erroneous
backup withholding. See the enclosed Guidelines for Request for Taxpayer
Identification Number and Certification of Substitute Form W-9 for additional
instructions.
Stockholders that are foreign persons may be subject to FIRPTA withholding
of 10% on any payments for Shares pursuant to the Offer and/or the Merger.
Stockholders that are not foreign persons may be able to avoid withholding under
FIRPTA by completion and delivery to the Depositary of the FIRPTA Affidavit
included in this Letter of Transmittal. Additionally, any purchases of Shares
pursuant to the Offer and/or the Merger may not be subject to withholding
obligations under FIRPTA depending on the volume of recent trading in the
Shares.
If backup withholding applies, the Depositary will be required to withhold
30% of any payments made for Shares pursuant to the Offer. Backup withholding is
not an additional tax. Rather, the amount of backup withholding is treated as an
advance payment of the stockholder's tax liability, with the outstanding tax
liability of stockholders subject to backup withholding reduced by the amount of
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
PURPOSE OF FIRPTA AFFIDAVIT
To prevent withholding of tax pursuant to Section 1445 of the Internal
Revenue Code, each tendering stockholder who or which is a United States person
should certify, under penalties of perjury, the stockholder's TIN and address,
and that the stockholder is not a foreign person. In addition, if the
stockholder is a corporation, it is required to certify its jurisdiction of
incorporation the stockholder.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments for Shares pursuant to the Offer,
the stockholder must notify the Depositary of such stockholder's correct TIN by
completing Substitute Form W-9 below and certifying on Substitute Form W-9 that
it is a United States person (including a U.S. citizen or resident alien) and
that the TIN provided is correct (or that such stockholder is awaiting a TIN).
In addition, the stockholder is required to certify on Substitute Form W-9 that
(i) it is exempt from backup withholding, or (ii) it is not subject to backup
withholding due to prior under reporting of interest or dividend income or (iii)
the IRS has notified it that it is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN of the record
owner of the Shares. If such record owner is an individual, the TIN is the
taxpayer's social security number. For most other entities, the
TIN is the employer identification number. If the Shares are in more than one
name or are not in the name of the actual owner, consult the enclosed Guidelines
for Request for Taxpayer Identification Number and Certification on Substitute
Form W-9 for additional guidelines on what number to report. If the Depositary
is not provided with the correct TIN in connection with such payments, the
stockholder may be subject to a penalty imposed by the IRS.
FIRPTA AFFIDAVIT
(for individual transferor)
------------------------------------
Section 1445 of the Internal Revenue Code provides that a transferee
(buyer) of a U.S. real property interest must withhold tax if the transferor
(seller) is a foreign person.
To inform the Purchaser (the transferee) and Enghouse that withholding of a
tax is not required upon my disposition of a U.S. real property interest, I,
- ------------------------, hereby certify the following:
1. I am not a nonresident alien for purposes of U.S. income taxation;
2. My U.S. taxpayer identifying number (Social Security Number) is
--------------------------; and
3. My home address is
----------------------------------------------------------------------
----------------------------------------------------------------------
.
I understand that this certification may be disclosed to the Internal
Revenue Service by the Purchaser and Enghouse and that any false statement I
have made here could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct,
and complete.
SIGNATURE:
--------------------------------------
NAME:
--------------------------------------
DATE:
--------------------------------------
FIRPTA AFFIDAVIT
(or non-individual/entity transferor)
------------------------------------
Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person.
To inform the Purchaser (the transferee) and Enghouse that withholding of
tax is not required upon the disposition of a U.S. real property interest by
- ------------------------------------ (name of transferor), the undersigned
hereby certifies the following on behalf of
- ------------------------------------ (name of transferor):
1.
----------------------------------------- (name of transferor) is not a
foreign corporation, foreign partnership, foreign trust, or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax
Regulations);
2.
-----------------------------------------'s U.S. employer identification
number is
- ------------------------; and
3.
-----------------------------------------'s office address is
-------------------------------------------------------------------------
-------------------------------------------------------------------------
----------------------------------------- (name of transferor) understands
that this certification may be disclosed to the Internal Revenue Service by the
Purchaser and Enghouse and that any false statement contained herein could be
punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of
- ------------------------------------ (name of transferor).
SIGNATURE:
--------------------------------------
NAME:
--------------------------------------
TITLE:
--------------------------------------
DATE:
--------------------------------------
- --------------------------------------------------------------------------------
<Table>
PAYER'S NAME: COMPUTERSHARE TRUST COMPANY OF NEW YORK
SUBSTITUTE FORM W-9
Name ------------------------------
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE Address ------------------------------
(Number and Street) ------------------------------
(Zip Code)------------------------------
(City)------------------------------
(State)------------------------------
----------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR PART 1(A) -- PLEASE PROVIDE
TAXPAYER IDENTIFICATION YOUR TIN IN THE BOX AT RIGHT TIN:
NUMBER ("TIN") AND CERTIFY BY SIGNING AND ------------------------------
DATING BELOW. (Social Security Number or
Employer Identification No.)
----------------------------------------------------------------------------------------------
PART 1(B) -- PLEASE CHECK THE BOX AT RIGHT IF YOU HAVE APPLIED
FOR, AND ARE AWAITING RECEIPT OF,
YOUR TIN [ ]
----------------------------------------------------------------------------------------------
PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE
WRITE "EXEMPT" HERE (SEE INSTRUCTIONS)
----------------------------------------------------------------------------------------------
PART 3 -- CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY
THAT (X) The number shown on this form is my correct TIN (or I
am waiting for a number to be issued to me) and (Y) I am not
subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I
am no longer subject to backup withholding and (Z) I am a
United States person (including any United States citizen or
resident alien).
----------------------------------------------------------------------------------------------
SIGN HERE: SIGNATURE ------------------------------
DATE ------------------------------
- ----------------------------------------------------------------------------------------------
</Table>
CERTIFICATION OF INSTRUCTIONS -- You must cross out Item (Y) of Part 3
above if you have been notified by the IRS that you are currently subject to
backup withholding because of underreporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that you are
no longer subject to backup withholding, do not cross out such Item (Y).
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
1(B) OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE
AWAITING RECEIPT OF, YOUR TIN.
<Table>
- ----------------------------------------------------------------------------------------------
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 to the Payer by the time
of payment, 30% of all reportable payments made to me pursuant to the Offer will be withheld.
Signature: Date:
- -------------------------------------------------------------- ------------------------------
- ----------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY
PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
</Table>
Manually signed facsimile copies of this Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each stock-holder of
Syntellect or such stockholder's broker, dealer, commercial bank, trust company
or other nominee to the Depositary at its address set forth on the first page.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be directed to the Information Agent at the
telephone numbers and location listed below, and will be furnished promptly at
the Purchaser's expense. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
Email: proxy@mackenziepartners.com