1
LETTER OF TRANSMITTAL Exhibit (a)(2)
To Tender Shares of Common Stock
of
Acordia, Inc.
Pursuant to the Offer to Purchase dated June 6, 1997
by
AICI Acquisition Corporation
a wholly owned subsidiary of
Anthem Insurance Companies, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, JULY 3, 1997, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: By Hand: By Overnight Delivery:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4660 c/o The Depository Trust Company Suite 4680
P.O. Box 2569 55 Water Street, DTC TAD 14 Wall Street
Jersey City, New Jersey 07303 Vietnam Veterans Memorial Plaza New York, New York 10005
New York, New York 10041
By Facsimile Transmission To Confirm Receipt of
(For Eligible Institutions Only): Notice of Guaranteed Delivery:
(201) 222-4720 (201) 222-4707
or
(201) 222-4721
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED
BELOW.
PARTICIPANTS IN THE COMPANY'S 401(k) LONG TERM SAVINGS INVESTMENT PLAN, THE ABI
401(k) AND PROFIT SHARING PLAN AND THE ASSOCIATED GROUP 401(k) LONG TERM SAVINGS
INVESTMENT PLAN (THE "PLANS") DESIRING TO TENDER COMMON STOCK (AS DEFINED BELOW)
SHOULD SO INSTRUCT THE TRUSTEE FOR THE PLANS BY COMPLETING THE FORM WHICH WILL
BE PROVIDED TO PARTICIPANTS FOR THAT PURPOSE. PARTICIPANTS CANNOT TENDER SHARES
ALLOCATED TO THEIR ACCOUNTS BY EXECUTING THIS LETTER OF TRANSMITTAL.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders either if
certificates evidencing Common Stock (as defined below) are to be forwarded
herewith or, unless an Agent's Message (as defined below) is utilized, if
delivery of Common Stock is to be made by book-entry transfer to an account
maintained by the Depositary at The Depository Trust Company ("DTC") or the
Philadelphia Depository Trust Company ("PDTC") (each a "Book-Entry Transfer
Facility" and collectively, the "Book-Entry Transfer Facilities") pursuant to
the book-entry transfer procedure described in the section entitled "THE TENDER
OFFER -- Procedures for Tendering Common Stock" of the Offer to Purchase (as
defined below).
Stockholders whose certificates for Common Stock 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 Common
Stock and all other documents required hereby to the Depositary on or prior to
the Expiration Date (as defined in the Offer to Purchase) must tender their
Common Stock in accordance with the guaranteed delivery procedures set forth in
the section entitled "THE TENDER OFFER -- Procedures for Tendering Common Stock"
of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
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[ ] CHECK HERE IF TENDERED COMMON STOCK IS BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER
FACILITIES AND COMPLETE THE FOLLOWING. (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER COMMON STOCK BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution
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Check Box of Applicable Book-Entry Transfer Facility:
PHILADELPHIA
THE DEPOSITORY DEPOSITORY
TRUST COMPANY TRUST COMPANY
-------------- -------------
(CHECK ONE) [ ] [ ]
Account Number
- --------------------------------------------------------------------------------
Transaction Code Number
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[ ] CHECK HERE IF TENDERED COMMON STOCK IS BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY:
Name(s) of Registered Holder(s)
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Window Ticket No. (if any)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Institution which Guaranteed Delivery
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DESCRIPTION OF COMMON STOCK TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) COMMON STOCK TENDERED
APPEAR(S) ON STOCK CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY)
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TOTAL NUMBER
OF SHARES
CERTIFICATE EVIDENCED BY NUMBER OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
=================================================
=================================================
TOTAL SHARES
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(1) Need not be completed by Book-Entry stockholders.
(2) Unless otherwise indicated, it will be assumed that all shares of Common Stock being delivered to the Depositary
are being tendered hereby. See Instruction 4.
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The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates representing
Common Stock tendered hereby. The certificates and number of shares of Common
Stock that the undersigned wishes to tender should be indicated in the
appropriate boxes.
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NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to AICI Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Anthem Insurance
Companies, Inc. ("Parent"), the above-described shares of Common Stock, par
value $1.00 per share (the "Common Stock") of Acordia, Inc., a Delaware
corporation (the "Company"), pursuant to Purchaser's offer to purchase all
outstanding Common Stock, at a price of $40.00 per share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated June 6, 1997 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, as each may be amended or supplemented from time to time, together
constitute the "Offer"). The undersigned understands that the Purchaser reserves
the right to transfer or assign, in whole or from time to time in part, to
Parent or one or more direct or indirect wholly owned subsidiaries of Parent,
the right to purchase all or any portion of the Common Stock tendered pursuant
to the Offer.
Subject to, and effective upon, acceptance for payment of the Common Stock
tendered herewith, in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), 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 Common Stock that is being tendered hereby and
all dividends (other than regular quarterly cash dividends having a customary
and usual record and payment date prior to the Purchaser purchasing and becoming
a record holder of such Common Stock) and distributions (including, without
limitation, distributions of additional Common Stock) (collectively,
"Distributions"), and irrevocably appoints First Chicago Trust Company of New
York (the "Depositary") the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Common Stock and all Distributions, 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 Common Stock (and Distributions) to (i) deliver
certificates evidencing such Common Stock and all Distributions, or transfer
ownership of such Common Stock and all Distributions on the account books
maintained by a Book-Entry Transfer Facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to, or upon the order of,
the Purchaser, (ii) present such Common Stock and all Distributions for transfer
on the books of the Company and (iii) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Common Stock and all
Distributions, all in accordance with the terms of the Offer.
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By executing this Letter of Transmittal, the undersigned irrevocably
appoints the Purchaser and its officers, and each of them, and any other
designees of the Purchaser, as the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to the full extent of the
undersigned's rights with respect to the Common Stock tendered hereby and
accepted for payment by the Purchaser (and any and all Distributions). All such
powers of attorney and proxies shall be considered irrevocable and coupled with
an interest in the tendered Common Stock (and Distributions). This appointment
will be effective if, when, and only to the extent that, the Purchaser accepts
such Common Stock for payment pursuant to the Offer. Upon such acceptance for
payment, all prior powers of attorney, proxies and consents given by the
undersigned with respect to such Common Stock (and such other Common Stock and
securities issued in Distributions) will, without further action, be revoked,
and no subsequent powers of attorney, proxies, consents or revocations may be
given or executed by the undersigned (and, if given or executed, will not be
deemed to be effective) with respect thereto. The designees of the Purchaser
named above will, with respect to the Common Stock and other securities for
which the appointment is effective, be empowered to exercise all voting and
other rights of the undersigned as they in their sole discretion may deem proper
at any annual or special meeting of the stockholders of the Company or any
adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise, and the Purchaser reserves the right to require that, in
order for Common Stock or other securities to be deemed validly tendered,
immediately upon the Purchaser's acceptance for payment of such Common Stock,
the Purchaser must be able to exercise full voting, consent or other rights with
respect to such Common Stock and all Distributions, including voting at any
meeting of stockholders of the Company (whether annual or special or whether or
not adjourned) or action by written consent without a meeting in respect of such
Common Stock.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Common Stock
tendered hereby and all Distributions, and that when such Common Stock is
accepted for 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 that none of
such Common Stock and Distributions will be subject to any adverse claim. The
undersigned, upon request, shall execute and deliver all additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Common Stock 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 Common Stock 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 Common Stock tendered hereby or deduct from such purchase
price, the amount or value of such Distribution as determined by the Purchaser
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 Common Stock pursuant to any
one of the procedures described in the section entitled "THE TENDER
OFFER -- Procedures for Tendering Common Stock" of the Offer to Purchase and in
the instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer. The Purchaser's acceptance of such Common
Stock for payment will constitute a binding agreement between the undersigned
and the Purchaser 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 Common Stock being tendered. 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 Common Stock
tendered hereby. Without limiting the foregoing, if the price to be paid in the
Offer is amended in accordance with the Offer, 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.
5
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Common Stock
purchased, and return all certificates evidencing Common Stock not purchased or
not tendered, in the name(s) of the registered holder(s) appearing above under
"Description of Common Stock Tendered." Similarly, unless otherwise indicated in
the box entitled "Special Delivery Instructions," please mail the check for the
purchase price of all Common Stock purchased and all certificates evidencing
Common Stock not tendered or not purchased (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above
under "Description of Common Stock 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 Common
Stock purchased and return all certificates evidencing Common Stock not
purchased or not tendered (and any accompanying documents, as appropriate) in
the name(s) of, and mail such check and certificates (and any accompanying
documents, as appropriate) to, the person(s) so indicated. Please credit any
Common Stock tendered herewith by book-entry transfer that are not purchased 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 Common Stock from the name of the
registered holder(s) thereof if the Purchaser does not purchase any of the
Common Stock 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 Common
Stock purchased or certificates evidencing Common Stock not tendered or
not purchased are to be issued in the name of someone other than the
undersigned.
Issue [ ] Check [ ] Certificate(s) to:
Name
-----------------------------------------------------
(PRINT)
Address:
--------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
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TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER
============================================================
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Common
Stock purchased or certificates evidencing Common Stock 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 Common Stock Tendered."
Mail [ ] Check [ ] Certificate(s) to:
Name:
-----------------------------------------------------
(PRINT)
Address:
--------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------------
7
IMPORTANT
STOCKHOLDERS SIGN HERE:
(ALSO PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
X
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Dated:
- ------------------------1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Common Stock 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 Instructions 1 and 5.)
Name(s):
================================================================================
(PLEASE PRINT)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
================================================================================
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No.:
- ----------------------------------------------------------------------
Taxpayer Identification or Social Security No.:
- ----------------------------------------------------------------
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
================================================================================
(PLEASE PRINT)
Title:
- --------------------------------------------------------------------------------
Name of Firm:
- --------------------------------------------------------------------------------
Address:
================================================================================
(INCLUDE ZIP CODE)
Area Code and Telephone No.:
- -------------------------------------------------------------------------------
Dated:
- ------------------------, 1997
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
by a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (an
"Eligible Institution"), unless (i) this Letter of Transmittal is signed by the
registered holder(s) of the Common Stock (which term, for purposes of this
document, shall include any participant in a Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of Common Stock)
tendered hereby and such holder(s) has (have) completed neither the box entitled
"Special Payment Instructions" nor the box entitled "Special Delivery
Instructions" on the reverse hereof or (ii) such Common Stock is tendered for
the account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND STOCK CERTIFICATES. This Letter
of Transmittal is to be completed by the holder of the Common Stock either if
certificates are to be forwarded herewith or, unless an Agent's Message (as
defined below) is utilized, if Common Stock is to be delivered by book-entry
transfer pursuant to the procedure set forth in the section entitled "THE TENDER
OFFER -- Procedures for Tendering Common Stock" of the Offer to Purchase.
Certificates evidencing all physically tendered Common Stock, or a confirmation
of a book-entry transfer into an account maintained by the Depositary at a
Book-Entry Transfer Facility of all Common Stock delivered by book-entry
transfer as well as a properly completed and duly executed Letter of
Transmittal, together with any required signature guarantees, or, in the case of
a book-entry transfer, an Agent's Message, and any other documents required by
this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date (as defined in the Offer
to Purchase). If certificates for tendered Common Stock are forwarded to the
Depositary in multiple deliveries, a properly completed and duly executed Letter
of Transmittal must accompany each such delivery.
Stockholders whose certificates for tendered Common Stock are not
immediately available, who cannot deliver their certificates for tendered Common
Stock and all other required documents to the Depositary prior to the Expiration
Date or who cannot complete the procedure for delivery by book-entry transfer on
a timely basis may tender such Common Stock pursuant to the guaranteed delivery
procedure described in the section entitled "THE TENDER OFFER -- Procedures for
Tendering Common Stock" 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 certificates
evidencing all physically delivered Common Stock in proper form for transfer by
delivery, or a confirmation of a book-entry transfer into an account maintained
by the Depositary at a Book-Entry Transfer Facility of all Common Stock
delivered by book-entry transfer, in each case together with a Letter of
Transmittal (or a 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 documents required by this Letter of Transmittal,
must be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery, as provided in the section
entitled "THE TENDER OFFER -- Procedures for Tendering Common Stock" of the
Offer to Purchase. A "trading day" is any day on which the New York Stock
Exchange is open for business. The Notice of Guaranteed Delivery may be
delivered by hand to the Depositary or transmitted by telegram, facsimile
transmission or mail to the Depositary and must include a guarantee by an
Eligible Institution and a representation that the stockholder owns the Common
Stock tendered within the meaning of, and that the tender of the Common Stock
effected thereby complies with, Rule 14e-4 under the Securities Exchange Act of
1934, as amended, each in the form set forth in such Notice of Guaranteed
Delivery.
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The term "Agent's Message" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Common Stock 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 the participant.
THE METHOD OF DELIVERY OF COMMON STOCK, 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. COMMON STOCK
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.
No alternative, conditional or contingent tenders will be accepted and no
fractional shares of Common Stock will be purchased. By execution of this Letter
of Transmittal (or a facsimile hereof), all tendering stockholders waive any
right to receive any notice of the acceptance of their Common Stock for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Common Stock Tendered" is inadequate, the certificate numbers and/or the number
of shares of Common Stock should be listed on a separate schedule and attached
hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If less than all the Common Stock evidenced by any certificate
delivered to the Depositary herewith is to be tendered hereby, fill in the
number of shares of Common Stock which is to be tendered in the box entitled
"Number of Shares Tendered," as appropriate. In any such case, new
certificate(s) evidencing the remainder of the Common Stock that was evidenced
by the certificate(s) delivered to the Depositary herewith will be sent to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Delivery Instructions" on the reverse hereof, as soon as
practicable after the expiration of the Offer. All Common Stock evidenced 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(s) of the Common
Stock tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) evidencing such Common Stock without
alteration, enlargement or any other change whatsoever.
If any of the shares of Common Stock tendered hereby are owned of record by
two or more persons, all such persons must sign this Letter of Transmittal.
If any of the shares of Common Stock tendered hereby are registered in the
names of different holders, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
such Common Stock.
If this Letter of Transmittal is signed by the registered holder(s) of the
Common Stock tendered hereby, no endorsements of certificates or separate stock
powers are required, unless payment is to be made to, or certificates evidencing
Common Stock not tendered or not purchased are to be issued in the name of, a
person other than the registered holder(s), in which case, the certificate(s)
evidencing the Common Stock tendered hereby 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 such certificate(s). Signatures on such
certificate(s) and stock powers must be guaranteed by an Eligible Institution.
10
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Common Stock tendered hereby, the certificate(s)
evidencing the Common Stock tendered hereby 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 such certificate(s). Signatures on such
certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Purchaser of such person's authority so to act must be submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Common Stock 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)
evidencing Common Stock not tendered or not purchased are to be issued in the
name of, a person other than the registered holder(s), the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such other person
or otherwise) payable on account of the transfer to such other person 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 EVIDENCING THE COMMON STOCK TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, or certificate(s) evidencing Common Stock not tendered or not
purchased are to be returned to, a person other than the person(s) signing this
Letter of Transmittal or if such check or any such certificate is to be sent to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal but at an address other than that
shown in the box entitled "Description of Common Stock Tendered" herein, the
appropriate boxes on this Letter of Transmittal must be completed. Persons
tendering Common Stock by book-entry transfer may request that shares of Common
Stock not purchased be credited to such account at any of the Book-Entry
Transfer Facilities as such stockholder may designate in the box entitled
"Special Payment Instructions." If no such instructions are given, any such
shares of Common Stock not purchased will be returned by crediting the account
at the Book-Entry Transfer Facilities designated above.
8. WAIVER OF CONDITIONS. Subject to the terms and conditions set forth in
the Agreement and Plan of Merger dated as of June 2, 1997 among the Company,
Parent and the Purchaser, the conditions to the Offer may be waived by the
Purchaser in whole or in part at any time and from time to time in its sole
discretion.
9. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Dealer Manager or the
Information Agent at their respective addresses or telephone numbers set forth
below. Additional copies of the Offer to Purchase, this Letter of Transmittal
and the Notice of Guaranteed Delivery may be obtained from the Information Agent
or from brokers, dealers, commercial banks or trust companies.
11
10. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
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 has been notified by the Internal Revenue Service that
such stockholder is subject to backup withholding, such stockholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
stockholder has since been notified by the Internal Revenue Service that such
stockholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering stockholder to
31% federal income tax withholding on the payment of the purchase price of all
Common Stock purchased from such stockholder. If the tendering stockholder has
not been issued a TIN and has applied for one or intends to apply for one in the
near future, such stockholder should write "Applied For" in the space provided
for the TIN in Part I of the Substitute Form W-9, and sign and date the
Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification
Number. If "Applied For" is written in Part I and the Depositary is not provided
with a TIN within 60 days, the Depositary will withhold 31% on all payments of
the purchase price to such stockholder until a TIN is provided to the
Depositary.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Common Stock has been lost, destroyed or stolen, the stockholder
should promptly notify the First Chicago Trust Company of New York by calling
(800) 446-2617 between 8:30 a.m. and 7:00 p.m. New York City time. An affidavit
of loss will be sent to the stockholder, which should then be completed and
returned with the Letter of Transmittal to the Depositary. 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, destroyed or stolen
certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR 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 OF THE OFFER AND EITHER CERTIFICATES FOR
TENDERED COMMON STOCK MUST BE RECEIVED BY THE DEPOSITARY OR COMMON STOCK 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 federal income tax law, a stockholder whose tendered Common Stock
is accepted for payment is required by law to provide the Depositary (as payer)
with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's 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 Common
Stock purchased pursuant to the Offer may be subject to backup withholding of
31%.
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, such individual must submit a Form W-8, signed under penalties of
perjury, attesting to such individual's exempt status. Such forms 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 any 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 from the Internal Revenue Service.
12
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
pursuant to the Offer, the stockholder is required to notify the Depositary of
such stockholder's correct TIN by completing the form below certifying (a) that
the TIN provided on Substitute Form W-9 is correct (or that such stockholder is
awaiting a TIN), and (b) that (i) such stockholder has not been notified by the
Internal Revenue Service that such stockholder is subject to backup withholding
as a result of a failure to report all interest or dividends or (ii) the
Internal Revenue Service has notified such stockholder that such stockholder is
no longer subject to backup withholding.
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 holder of the Common
Stock tendered hereby. If the Common Stock is in more than one name or is 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. 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, the stockholder should write "Applied For" in the space
provided for the TIN in Part I, and sign and date the Substitute Form W-9 and
the Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% of all payments of the purchase price to such
stockholder until a TIN is provided to the Depositary.
13
ALL TENDERING STOCKHOLDERS MUST COMPLETE THE FOLLOWING:
- --------------------------------------------------------------------------------
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS DEPOSITARY
- ----------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- Taxpayer Identification ------------------------------
FORM W-9 Number -- For all accounts, enter taxpayer Social Security Number(s)
DEPARTMENT OF THE TREASURY identification number in the box at right. OR
INTERNAL REVENUE SERVICE (For most individuals, this is your social ------------------------------
security number. If you do not have a Employer Identification Number
number, see Obtaining a Number in the (If awaiting TIN write
enclosed guidelines.) Certify by signing and "Applied For")
dating below. Note: If the account is in
more than one name, see the chart in the
enclosed Guidelines to determine which
number to give the payer.
----------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER PART II -- For Payees Exempt From Backup Withholding, see the enclosed
IDENTIFICATION NUMBER Guidelines and complete as instructed therein.
("TIN") 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), and
(2) I am not subject to backup withholding either because I have not
been notified by the Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of failure to report all
interest or dividends, or the IRS has notified me that I am no
longer subject to backup withholding.
PART III -- Awaiting TIN [ ]
PART IV -- Exempt TIN [ ]
CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if you
have been notified by the IRS that you are subject to backup withholding
because of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that
you are no longer subject to backup withholding, do not cross out item
(2). (Also see instructions in the enclosed Guidelines.)
- ------------------------------------------------------------------------------------------------------
Signature Date __________ 1997
- ------------------------------------------------------------------------------------------------------
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
III OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that, if I do not provide a taxpayer identification number to the
Depositary, 31% of all reportable payments made to me will be withheld, but
will be refunded if I provide a certified taxpayer identification number
within 60 days.
==============================================================
Signature Date
-------------------------------------------------------------
Name (Please Print)
- --------------------------------------------------------------------------------
14
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Call Toll Free (800) 207-2872
The Dealer Manager for the Offer is:
[CREDIT SUISSE LOGO]
Eleven Madison Avenue
New York, New York 10010-3629
Call Toll Free (888) 624-6123
June 6, 1997