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LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)
OF
GUARANTY NATIONAL CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 8, 1996
BY
ORION CAPITAL CORPORATION
AND CERTAIN OF ITS WHOLLY-OWNED SUBSIDIARIES
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, JUNE 5, 1996,
UNLESS THE OFFER IS EXTENDED.
To: State Street Bank and Trust Company
Depositary:
By Mail: By Overnight Courier: By Hand:
State Street Bank and Trust State Street Bank and Trust Bank of Boston
Company Company c/o Boston Equiserve
Corporate Reorganization Corporate Reorganization 55 Broadway, 3rd Floor
P. O. Box 9061 2 Heritage Drive New York, NY 10006
Boston, MA 02205-8686 North Quincy, MA 02171
Facsimile Transmission Copy Number:
(617) 774-4519
Confirm by telephone to:
(617) 774-4511
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN THE ONE LISTED ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be completed by stockholders either if
certificates for Shares (as defined in the Offer to Purchase dated May 8, 1996
(the "Offer to Purchase")) are to be forwarded herewith or, unless an Agent's
Message (as defined in the Offer to Purchase) is utilized, if tenders are to be
made by book-entry transfer to the account maintained by the Depositary at The
Depository Trust Company or The Philadelphia Depository Trust Company (each, a
"Book-Entry Transfer Facility") pursuant to the procedures set forth in Section
3 of the Offer to Purchase. Stockholders who tender Shares by book-entry
transfer are referred to herein as "Book Entry Stockholders" and other
stockholders are referred to herein as "Certificate Stockholders." Stockholders
whose certificates are not immediately available or who cannot deliver their
certificates (or who cannot comply with the book-entry transfer procedures on a
timely basis) and all other documents required hereby to the Depositary at or
prior to the Expiration Date (as defined in the Offer to Purchase) may tender
their Shares according to the guaranteed delivery procedure set forth in Section
3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE A DELIVERY TO THE DEPOSITARY.
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/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
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Check Box of Applicable Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / The Philadelphia Depository Trust Company
Account Number
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Transaction Code Number
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/ / 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)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Institution which Guarantees Delivery
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SPECIAL TENDER INSTRUCTIONS
Shareholders may wish, for tax planning purposes, to designate the specific
order in which they desire their shares to be accepted for payment in the event
of proration. Each shareholder is urged to consult his tax advisor with respect
to such considerations.
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE(S) TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL SIGNED SCHEDULE IF NECESSARY)
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TOTAL NUMBER
OF SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S) CERTIFICATE(S)* TENDERED**
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Total Shares
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* Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificate delivered to the Depositary are
being tendered. See Instruction 4.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Orion Capital Corporation, a Delaware
corporation ("Orion"), on its behalf and on behalf of The Connecticut Indemnity
Company, Connecticut Specialty Insurance Company, Design Professionals Insurance
Company, EBI Indemnity Company, Employee Benefits Insurance Company, The Fire
and Casualty Insurance Company of Connecticut and Security Insurance Company of
Hartford, certain of its wholly-owned subsidiaries (Orion Capital Corporation
and such subsidiaries being collectively referred to herein as the
"Purchasers"), and to each of them the above-described shares of Common Stock,
par value $1.00 per share (the "Shares"), of Guaranty National Corporation, a
Colorado corporation (the "Company"), associated Rights in accordance with the
Purchasers' offer to purchase up to 4,600,000 of the outstanding Shares at a
price of $17.50 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase, as it may be amended or
supplemented from time to time, and this Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged. Unless the
context otherwise requires, all references to Shares shall include the
associated Rights and all references to the Rights shall include all benefits
that may inure to the holders of the Rights pursuant to the Rights Agreement,
including the right to receive any payment due upon redemption of the Rights.
The undersigned understands that each Purchaser reserves the right to transfer
or assign, in whole or from time to time in part, to one or more of its
affiliates, the right to purchase Shares tendered pursuant to the Offer.
Capitalized terms not defined herein shall have the meanings attributed to them
in the Offer to Purchase.
The undersigned hereby irrevocably appoints W. Marston Becker and Michael
P. Maloney and each of them, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to vote in such manner as
each such attorney and proxy or his or her substitute shall, in his or her sole
discretion, deem proper, and otherwise act (including pursuant to written
consent) with respect to all of the Shares tendered hereby (and Distributions as
defined below) which have been accepted for payment by the Purchasers prior to
the time of such vote or action and which the undersigned is entitled to vote at
any meeting of stockholders of the Company (whether annual or special and
whether or not an adjourned meeting), or by written consent in lieu of such
meeting, or otherwise. This power of attorney and proxy is coupled with an
interest in the Company and in the Shares and is irrevocable and is granted in
consideration of, and is effective upon, the acceptance for payment of such
Shares by the Purchasers in accordance with the terms of the Offer. Such
acceptance for payment shall revoke, without further action, any other power of
attorney or proxy granted by the undersigned at any time with respect to such
Shares (and Distributions) and no subsequent powers of attorney or proxies will
be given (and if given will be deemed not to be effective) with respect thereto
by the undersigned. The undersigned understands that the Purchasers reserve the
right to require that, in order for Shares to be deemed validly tendered,
immediately upon the Purchasers' acceptance for payment of such Shares, the
Purchasers are able to exercise full voting rights with respect to such Shares
and other securities, including voting at any meeting of stockholders.
Subject to, and effective upon, acceptance for payment of, and payment for
the Shares tendered herewith in accordance with the terms of the Offer, as the
same may be extended or amended, the undersigned hereby sells, assigns and
transfers to or upon the order of the Purchasers, and each of them, all right,
title and interest in and to all of the Shares that are being tendered hereby or
orders the registration of such Shares delivered by book-entry transfer, and any
and all other Shares or other securities or rights issued or issuable in respect
of such Shares on or after May 8, 1996 and any or all dividends thereon or
distributions with respect thereto (collectively, "Distributions"), and hereby
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares (and all
Distributions), and any such other Shares, securities or rights (and all
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares, or any such other Shares (and all Distributions),
securities or rights, or transfer ownership of such Shares (and all
Distributions) on the account books maintained by a Book-Entry Transfer
Facility, together, in any such case, with all accompanying evidences of
transfer and authenticity to or upon the order of the Purchasers, (b) present
such Shares, or any such other Shares, securities or rights, for transfer on the
Company's books, and (c) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Shares, or any such other Shares, securities or
rights, all in accordance with the terms of the Offer.
Notwithstanding anything to the contrary herein, no deduction from the
purchase price of $17.50 per Share pursuant to the Offer will be made with
respect to any dividend not in excess of $0.125 per Share which may be declared
by the Board of Directors of the Company to stockholders of record on any date
prior to June 5, 1996.
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 (and Distributions) or
rights at any time issued or issuable in respect of such Shares and that when
the same are accepted by the Purchasers, the Purchasers will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, claims
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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 Purchasers to be necessary or desirable to
complete the sale, assignment and transfer of the tendered Shares and any and
all other Shares or other securities or rights at any time issued or issuable in
respect thereof. In addition, the undersigned shall promptly remit and transfer
to the Depositary for the account of the Purchasers any and all other Shares or
other securities or rights issued to the undersigned on or after May 8, 1996 in
respect of the Shares tendered hereby, accompanied by appropriate documentation
of transfer, and, pending such remittance or appropriate assurances thereof, the
Purchasers shall be entitled to all rights and privileges as owner of any such
Shares or other securities or rights and may withhold the entire purchase price
or deduct from the purchase price the amount or value thereof, as determined by
Orion on behalf of the Purchasers, in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as otherwise stated in the Offer to Purchase, 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 the undersigned's acceptance of the terms
and conditions of the Offer. Purchasers' acceptance of such Shares for payment
will constitute a binding agreement between the undersigned and Purchasers upon
the terms and subject to the conditions of the Offer, including, without
limitation, the undersigned's representation and warranty that the undersigned
owns the Shares being tendered.
Specifically, the undersigned understands that if more than 4,600,000
shares are validly tendered and not withdrawn in accordance with Section 4 of
the Offer to Purchase, shares so tendered and not withdrawn will be accepted on
a pro rata basis as described in the Offer to Purchase.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing Shares not purchased or
not tendered, in the name(s) of the registered holder(s) appearing above under
"Description of Shares Tendered." Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions," please mail the check for the
purchase price of all Shares purchased and all Share Certificates evidencing
Shares not tendered or not purchased (and 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 purchased and
return all Share Certificates evidencing Shares not purchased or not tendered in
the name(s) of, and mail such check and Certificates to, the person(s) so
indicated. Stockholders tendering Shares by book-entry transfer may request that
any Shares not accepted for payment be returned by crediting such account
maintained at such Book-Entry Transfer Facility as such stockholder may
designate by making an appropriate entry under "Special Payment Instructions."
The undersigned recognizes that Purchasers have no obligation, pursuant to the
Special Payment Instructions, to transfer any Shares from the name of the
registered holder(s) hereof if the Purchasers do not purchase any of the Shares
tendered hereby.
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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 or Share Certificates evidencing Shares not tendered or not
purchased are to be issued in the name of someone other than the
undersigned or if Shares tendered by book-entry transfer which are not
purchased are to be returned by credit to an account maintained at a
Book-Entry Transfer Facility other than that designated on the front
cover.
Issue: / / Check / / Share Certificate (s) to:
Name:
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(PRINT)
Address:
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(ZIP CODE)
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TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER
/ / Credit unpurchased Shares tendered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below:
/ / DTC / / PDTC
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(Account Number)
(See Substitute Form W-9 on reverse side)
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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 or Share Certificates evidencing 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 under "Description of
Shares Tendered."
Deliver: / / Check / / Share Certificate (s) to:
Name:
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(PRINT)
Address:
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(ZIP CODE)
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IMPORTANT
SHAREHOLDERS: SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
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SIGNATURE(S) OF HOLDER(S)
Dated:
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(Must be signed by registered holder(s) exactly as
name(s) appear(s) on Share Certificates or on a security
position listing or by a 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 provide the
following information. 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)
Area Code and Telephone No.:
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Taxpayer Identification or Social Security No.:
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(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
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Name (Please print):
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Name of Firm:
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Dated: __________________________________, 1996
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION
GUARANTEE IN SPACE BELOW.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Certificates need not be endorsed and stock
powers and signature guarantees are unnecessary unless (a) a certificate is
registered in a name other than that of the person surrendering the certificate,
or (b) such registered holder (which term for purposes of this document, shall
include any participant in a Book-Entry Facility whose name appears on a
security position listing as the owner of the Shares) completes the Special
Payment Instructions or Special Delivery Instructions. In the case of (a) above,
such certificates must be duly endorsed or accompanied by a properly executed
stock power, with the endorsement or signature on the stock power and on the
Letter of Transmittal guaranteed by a firm which is a member of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc. or a financial institution (including most banks, savings and loan
associations and brokerage houses) that is a member of the Securities Transfer
Association's approved medallion program (such as STAMP, SEMP, or MSP) (an
"Eligible Institution"), unless surrendered for the account of such Eligible
Institution. In the case of (b) above, the signature on the Letter of
Transmittal must be similarly guaranteed. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry
Confirmations. This Letter of Transmittal is to be completed by stockholders
either if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
Section 3 of the Offer to Purchase. Certificates for all physically delivered
Shares, or confirmation of any book-entry transfer into the Depositary's account
at a Book-Entry Transfer Facility of Shares delivered by book-entry transfer, as
well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof or, in the case of a book-entry delivery, an Agent's Message),
with any required signature guarantees and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the front side hereof prior to the Expiration Date (as
defined in the Offer to Purchase) or the tendering stockholder must comply with
the procedures referred to in the next sentence. Stockholders whose certificates
are not immediately available or who cannot deliver their certificates and all
other required documents to the Depositary 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 procedure set forth in
Section 3 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
provided by the Purchasers must be received by the Depositary prior to the
Expiration Date and (iii) the share certificates for all tendered Shares, in
proper form for transfer (or confirmation of any book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility of Shares delivered by
book-entry transfer), together with this Letter of Transmittal (or facsimile
thereof or, in the case of a book-entry delivery, an Agent's Message), properly
completed and duly executed, and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three New York Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in Section 3 of the Offer to Purchase. The Notice of
Guaranteed Delivery must be delivered by hand to the Depositary or transmitted
by telegram, facsimile transmission or mail and must include a guarantee of an
Eligible Institution in the form set forth on the Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES AND ANY OTHER REQUIRED DOCUMENTS IS AT THE
ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF CERTIFICATES FOR SHARES ARE
SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED.
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 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 should be listed on a separate
schedule attached hereto and separately signed on each page thereof in the same
manner as this Letter of Transmittal is signed.
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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 which are to be tendered in the box
entitled "Number of Shares Tendered." In such case, new certificate(s) for the
remainder of the Shares that were evidenced by the old certificate(s) will be
issued and sent to the registered holder, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
expiration of the Offer. 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 as written on the
face of the certificate(s) without alteration, enlargement or 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 of the Shares tendered hereby 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,
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 Purchasers of their authority to so 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, or certificates
for Shares not tendered or purchased 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 the 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 set forth in this Instruction 6, no
stock transfer tax stamps or funds to cover such stamps need accompany this
instrument. Any such transfer taxes applicable to the transfer and sale to the
Purchasers pursuant to the Offer will be paid by or on behalf of the Purchasers.
If, however, payment of the purchase price is to be made to, or certificates for
Shares not tendered or purchased are to be 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 or such person)
payable on account of the transfer to such person will be deducted from the
purchase price unless satisfactory evidence of payment of such taxes or
exemption therefrom is submitted.
7. Special Payment and Delivery Instructions. If a check is to be issued
in the name of, and/or certificates for unpurchased Shares are to be issued 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 someone other than the
signer of this Letter of Transmittal, or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer (i.e., Book-Entry
Stockholders) may request that Shares not purchased be credited to such account
maintained at such Book-Entry Transfer Facility as such Book-Entry Stockholder
may designate hereon. If no such instructions are given, such Shares not
purchased will be returned by crediting the account at the Book-Entry Transfer
Facility designated above. See Instruction 1.
8. Substitute Form W-9. Each 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 indicate that the stockholder is not subject to backup withholding by
checking the box in Part 2 of the form. Failure to provide the information on
the form may subject the tendering stockholder to 31% federal income tax
withholding on the payment of the purchase price. The box in Part 3 of the form
may be checked if the tendering stockholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future. If the
box in Part 3 is checked and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31% on all payments of the purchase price
thereafter until a TIN is provided to the Depositary.
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9. Requests for Assistance or Additional Copies. Requests for assistance
or 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 may be directed to the Information
Agent or the Dealer Manager at their addresses set forth below.
10. Waiver of Conditions. The conditions of the Offer may be waived by the
Purchasers, in whole or in part, at any time in their sole discretion in the
case of any Shares tendered.
11. Order in Which Shares Will Be Accepted (Not applicable to shareholders
who tender by book-entry transfer). In the event of proration, the Shares listed
in the box captioned "Description of Shares Tendered" will be accepted for
payment in the order in which certificate numbers of such shares are listed.
Tendering stockholders who wish to have Shares accepted for payment in a
specific order in the event of proration should list the Shares in that order in
the box captioned "Description of Shares Tendered."
12. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary. The stockholder will then be instructed as to
the steps that must be taken in order to replace the certificates(s). This
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 FACSIMILE COPY HEREOF (TOGETHER
WITH CERTIFICATES FOR SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL
OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION
DATE (AS DEFINED IN THE OFFER TO PURCHASE).
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is
an individual, the TIN is his social security number. If the Depositary is not
provided with the correct TIN, the stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such stockholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that stockholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of all payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of his correct TIN by completing the form
below certifying that the TIN provided on Substitute Form W-9 is correct (or
that such stockholder is awaiting a TIN) and that (1) the stockholder has not
been notified by the Internal Revenue Service that he is subject to backup
withholding as a result of a failure to report all interest or dividends or (2)
the Internal Revenue Service has notified the stockholder that he is no longer
subject to backup withholding.
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 31% of all payments made prior to the time a properly certified TIN is
provided to the Depositary.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares are registered in more than one name or are not registered in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report.
10
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
(SEE INSTRUCTION 8)
- --------------------------------------------------------------------------------
PAYER'S NAME: STATE STREET BANK AND TRUST COMPANY
- ---------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN IN THE Social Security Number or
BOX AT RIGHT AND CERTIFY BY SIGNING Employer ID Number
SUBSTITUTE AND DATING BELOW. ------------------------------
Form W-9 ------------------------------------------------------------------------
PART 2--CERTIFICATIONS--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Department of the Treasury Number (or I am waiting for a number to be issued to me and have
Internal Revenue Service checked the box in Part 3) 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 (the "IRS") that I am subject to backup
Payer's Request for Taxpayer withholding as a result of a failure to report all interest or
Identification Number ("TIN") 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. 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 (2).
------------------------------------------------------------------------
PART 3
SIGNATURE __________________________ DATE ______________ Awaiting
TIN / /
- ---------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM 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.
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 payments made to me will be withheld, but that such amounts will be
refunded to me if I then provide a Taxpayer Identification Number within sixty
(60) days.
Signature: Date:
- ----------------------------------- --------------------------------------
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Call Collect: (212) 269-5550
CALL TOLL FREE (800) 829-6551
THE DEALER MANAGER FOR THE OFFER IS:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
277 Park Avenue
New York, New York 10172
(212) 892-7700 (Call Collect)