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EXHIBIT (a)(1)(B)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
WOLOHAN LUMBER CO.
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 9, 2000
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON FRIDAY, DECEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
REGISTRAR AND TRANSFER COMPANY
By Mail: By Overnight Delivery: By Hand Delivery:
Registrar and Transfer Company Registrar and Transfer Company c/o The Depository Trust Company
10 Commerce Drive 10 Commerce Drive Transfer Agent Drop
Cranford, NJ 07016 Cranford, NJ 07016 55 Water St. 1st Floor
New York, NY 10041-0099
This Letter of Transmittal, including the accompanying instructions, should
be read carefully before this Letter of Transmittal is completed.
DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS CERTIFICATE(S) ENCLOSED
NAMES(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (Attach signed list if necessary)
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TOTAL NUMBER
OF SHARES
SHARE EVIDENCED BY NUMBER
CERTIFICATE SHARE OF SHARES
NUMBER(S)* CERTIFICATE(S) TENDERED**
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(Attach additional signed list if necessary. See Instruction
9.) TOTAL SHARES
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Indicate in this box the order (by certificate number) in which shares are to be purchased in the event of proration.***
Attach additional signed list if necessary. See Instruction 9.
1st: 2nd: 3rd: 4th: 5th:
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* DOES NOT need to be completed by shareholders tendering shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all shares evidenced by each certificate delivered to the Depositary are
being tendered hereby. See Instruction 4.
*** If you do not designate an order, in the event less than all shares tendered are purchased due to proration, shares will be
selected for purchase by the Depositary.
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Delivery of this Letter of Transmittal to an address other than as set
forth above will not constitute a valid delivery. Deliveries to Wolohan Lumber
Co. ("Wolohan") will not be forwarded to the Depositary and therefore will not
constitute valid delivery.
This Letter of Transmittal is to be completed only if (a) certificates
representing shares are to be forwarded herewith, or (b) unless an Agent's
Message (as defined in the Offer to Purchase) is used or the acknowledgement
required by the Automated Tender Offer Program is provided, a tender of shares
is to be made concurrently by book-entry transfer to the account maintained by
the Depositary at The Depositary Trust Company (the "Book-Entry Transfer
Facility") pursuant to Section 3 of the Offer to Purchase. Shareholders who
desire to tender shares pursuant to the offer, but whose share certificates are
not immediately available or who cannot deliver the certificates and all other
documents required by this Letter of Transmittal to the Depositary on or before
the Expiration Date (as defined in the Offer to Purchase), or who cannot comply
with the procedure for book-entry transfer on a timely basis, may nevertheless
tender their shares pursuant to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase. See Instruction 2.
Check only one box. If more than one box is checked or if no box is
checked, the shares will not be properly tendered.
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
(SEE INSTRUCTION 5)
By checking one of the following boxes below instead of the box under
"Shares Tendered at a Price Determined Pursuant to the Offer," the undersigned
hereby tenders shares at the price checked. This action could result in none of
the shares being purchased if the purchase price determined by Wolohan for the
shares is less than the price checked below. A shareholder who desires to tender
shares at more than one price must complete a separate Letter of Transmittal for
each price at which shares are tendered. The same shares cannot be tendered at
more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
[ ] $10.000 [ ] $10.750 [ ] $11.500
[ ] $10.125 [ ] $10.875 [ ] $11.625
[ ] $10.250 [ ] $11.000 [ ] $11.750
[ ] $10.375 [ ] $11.125 [ ] $11.875
[ ] $10.500 [ ] $11.250 [ ] $12.000
[ ] $10.625 [ ] $11.375
OR
SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER
(SEE INSTRUCTION 5)
[ ] The undersigned wants to maximize the chance of having Wolohan purchase all
of the shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking this one box instead of one of the
price boxes above, the undersigned hereby tenders shares and is willing to
accept the purchase price determined by Wolohan in accordance with the terms
of the offer. This action could result in receiving a price per share of as
low as $10.00.
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ODD LOTS
(SEE INSTRUCTION 8)
To be completed only if shares are being tendered by or on behalf of a
person owning, beneficially or of record, an aggregate of fewer than 100 shares.
The undersigned either (check one box):
[ ] is the beneficial or record owner of an aggregate of fewer than 100 shares,
all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s), shares with respect to which
it is the record holder, and (b) believes, based upon representations made
to it by the beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering all of the
shares.
In addition, the undersigned is tendering shares either (check one box):
[ ] at the purchase price, as the same will be determined by Wolohan in
accordance with the terms of the offer (persons checking this box need not
indicate the price per share above); or
[ ] at the price per share indicated above in the section captioned "Shares
Tendered at Price Determined by Shareholder."
CONDITIONAL TENDER (SEE INSTRUCTION 16)
A tendering shareholder may condition his or her tender of shares upon
Wolohan purchasing a specified minimum number of the shares tendered, all as
described in Section 6 of the Offer to Purchase. Unless at least that minimum
number of shares you indicate below is purchased by Wolohan pursuant to the
terms of the offer, none of the shares tendered will be purchased. It is the
tendering shareholder's responsibility to calculate that minimum number of
shares that must be purchased if any are purchased, and each shareholder is
urged to consult his or her own tax advisor. Unless this box has been checked
and a minimum specified, the tender will be deemed unconditional.
[ ] The minimum number of shares that must be purchased, if any are purchased,
is: shares.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Wolohan may terminate or amend the offer or may postpone
the acceptance for payment of, or the payment for, shares tendered or may accept
for payment fewer than all of the shares tendered. In any event, the undersigned
understands that certificate(s) for any shares not tendered or not purchased
will be returned to the undersigned at the address indicated above, unless
otherwise indicated under the box entitled "Special Payment Instructions" or the
box entitled "Special Delivery Instructions" below.
The undersigned understands that acceptance of shares by Wolohan for
payment will constitute a binding agreement between the undersigned and Wolohan
upon the terms and subject to the conditions of the offer.
The check for the aggregate net purchase price for the shares tendered and
purchased will be issued to the order of the undersigned and mailed to the
address indicated above, unless otherwise indicated under the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" below. The undersigned acknowledges that Wolohan has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
shares from the name of its registered holder(s), or to order the registration
or transfer of any shares tendered by book-entry transfer, if Wolohan does not
purchase any of the shares.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 10)
To be completed only if certificate(s) for shares not tendered or not
purchased and/or any check for the purchase price are to be issued in the name
of someone other than the undersigned, or if shares tendered hereby and
delivered by book-entry transfer which are not purchased are to be returned by
credit to an account at the Book-Entry Transfer Facility other than that
designated above.
Issue: [ ] Check
[ ] Share Certificate(s) to:
Name: -----------------------------------------------
(PLEASE PRINT)
Address: ---------------------------------------------
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
[ ] Credit shares delivered by book-entry transfer and not purchased to the
account set forth below:
Account Number: -----------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 10)
To be completed only if certificate(s) for shares not tendered or not
purchased and/or any check for the purchase price is to be mailed or sent to
someone other than the undersigned, or to the undersigned at an address other
than that designated above.
Mail: [ ] Check
[ ] Share Certificate(s) to:
Name: -----------------------------------------------
(PLEASE PRINT)
Address: ---------------------------------------------
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(INCLUDE ZIP CODE)
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To Registrar and Transfer Company:
The undersigned hereby tenders to Wolohan Lumber Co., a Michigan
corporation, the above-described shares of Wolohan's common stock, $1.00 par
value per share, at the price per share indicated in this Letter of Transmittal,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 9, 2000, receipt of
which is hereby acknowledged, and in this Letter of Transmittal which, as
amended or supplemented from time to time, together constitute the offer. All
shares tendered and purchased will include the associated common stock purchase
rights issued pursuant to the Rights Agreement dated as of February 16, 2000
between Wolohan and the Registrar and Transfer Company, as rights agent, and,
unless the context otherwise requires, all references to shares include the
associated common stock purchase rights.
Subject to, and effective upon, acceptance for payment of the shares
tendered 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 the extension or amendment, the undersigned agrees to sell, assign and
transfer to, or upon the order of, Wolohan all right, title and interest in and
to all shares tendered and orders the registration of all shares if tendered by
book-entry transfer and irrevocably constitute and appoint the Depositary as the
true and lawful agent and attorney-in-fact of the undersigned with respect to
the shares with full knowledge that the Depositary also acts as the agent of
Wolohan, with full power of substitution (the power of attorney being deemed to
be an irrevocable power coupled with an interest), to:
(a) deliver certificate(s) representing the shares or transfer
ownership of the shares on the account books maintained by the Book-Entry
Transfer Facility, together, in either case, with all accompanying
evidences of transfer and authenticity, to or upon the order of Wolohan
upon receipt by the Depositary, as the undersigned's agent, of the purchase
price with respect to the shares;
(b) present certificates for the shares for cancellation and transfer
on Wolohan's books; and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of the shares, subject to the next paragraph, all in
accordance with the terms and subject to the conditions of the offer.
The undersigned covenants, represents and warrants to Wolohan that:
(1) the undersigned has full power and authority to tender, sell,
assign and transfer the shares (including the associated common stock
purchase rights) tendered hereby and when and to the extent accepted for
payment, Wolohan will acquire good, marketable and unencumbered title to
the tendered shares (including the associated common stock purchase
rights), free and clear of all security interests, liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer of the shares, and not subject to any
adverse claims;
(2) 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 will constitute the undersigned's acceptance of the
terms and conditions of the offer, including the undersigned's
representation and warranty that (i) the undersigned has a "net long
position," within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, in the shares or equivalent securities at
least equal to the shares being tendered, and (ii) the tender of shares
complies with Rule 14e-4;
(3) the undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or Wolohan to be necessary or
desirable to complete the sale, assignment and transfer of the shares
tendered; and
(4) the undersigned has read, understands and agrees to all of the
terms of the offer.
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 will constitute a binding agreement between the undersigned and
Wolohan upon the terms and subject to the conditions of the offer. The
undersigned acknowledges that under no circumstances will Wolohan pay interest
on the purchase price, including without limitation, by reason of any delay in
making payment.
All authority conferred or agreed to be conferred will survive the death or
incapacity of the undersigned, and any obligation of the undersigned will be
binding on the heirs, trustees, personal representatives, executors,
administrators,
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guardians, successors, assigns, trustees in bankruptcy and legal representatives
of the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates representing shares tendered. The certificate numbers, the number
of shares represented by the certificates and the number of shares that the
undersigned wishes to tender, should be set forth in the appropriate boxes
above. The price at which the shares are being tendered should be indicated in
the box above.
The undersigned understands that Wolohan will determine a single per share
price, not greater than $12.00 nor less than $10.00, that it will pay for shares
properly tendered, taking into account the number of shares tendered and the
prices specified by tendering shareholders. Wolohan will select the lowest
purchase price that will allow it to buy 1,500,000 shares or, if a lesser number
of shares are properly tendered, all shares that are properly tendered and not
withdrawn. All shares acquired in the offer will be acquired at the same
purchase price. All shares properly tendered at prices at or below the purchase
price and not properly withdrawn will be purchased, subject to the conditions of
the offer and the "odd lot" priority, proration and conditional tender
provisions described in the Offer to Purchase. Shares tendered at prices in
excess of the purchase price that is determined by Wolohan and shares not
purchased because of proration or conditional tenders will be returned.
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IMPORTANT
SHAREHOLDERS SIGN HERE
(Please Complete and Return the Attached Substitute Form W-9.)
(Must be signed by the registered holder(s) exactly as such holder(s) name(s)
appear(s) on certificate(s) for shares or on a security position listing or by
person(s) authorized to become the registered holder(s) thereof by certificates
and documents transmitted with this Letter of Transmittal. If signature is by a
trustee, personal representative, 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 see Instruction 6.)
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(SIGNATURE(S) OF OWNER(S))
Dated: ---------------------------------------------------------------- , 2000
Name(s): -----------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title): ---------------------------------------------------------
Address: -----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone
Number: --------------------------------------------------
Tax Identification or Social Security Number: --------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 6)
Authorized
Signature: ---------------------------------------------------------------------
Name: --------------------------------------------------------------------------
(PLEASE PRINT)
Title: -------------------------------------------------------------------------
Name of Firm: -----------------------------------------------------------------
Address: -----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ------------------------------------------------
Dated: ---------------------------------------------------------------- , 2000
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PAYER: WOLOHAN LUMBER CO.
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SUBSTITUTE PART I--TAXPAYER IDENTIFICATION NUMBER--FOR ALL ---------------------------
FORM W-9 ACCOUNTS, ENTER TAXPAYER IDENTIFICATION NUMBER IN THE Social security number
BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
OR
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Employer Identification
Number
PART II--For Payees Exempt from Backup Withholding,
please write "EXEMPT" here (see the enclosed
Guidelines):
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NOTE: IF THE ACCOUNT IS IN MORE THAN ONE NAME, SEE THE CHART IN THE ENCLOSED
DEPARTMENT OF THE TREASURY GUIDELINES TO DETERMINE WHICH NUMBER TO GIVE THE PAYER.
INTERNAL REVENUE SERVICE
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PART III--CERTIFICATION--Under penalties of perjury, I certify that
(1) The number shown on this form is my correct Taxpayer Identification Number (or I
PAYER'S REQUEST FOR TAXPAYER am waiting for a number to be issued to me), and
IDENTIFICATION NUMBER (TIN) (2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service ("IRS")
that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return and you have not been
notified by the IRS that you are no longer subject to backup withholding. (Also, see
instructions in the enclosed Guidelines.)
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SIGNATURE: ---------------------------------------------------------------------------
DATE:-------------------------------------, 2000
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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 ARE AWAITING (OR WILL SOON APPLY FOR) A
TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that, notwithstanding
the information I provided in Part III of the Substitute Form W-9 above (and the
fact that I have completed this Certificate of Awaiting Taxpayer Identification
Number), if I do not provide a taxpayer identification number to the Depositary
within sixty (60) days, the Depositary is required to withhold 31% of all cash
payments made to me thereafter until I provide a number.
SIGNATURE DATE: , 2000
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NAME (Please Print)
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ADDRESS (Please Print)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER.
1. Guarantee of Signatures. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of
the shares (which term, for these purposes, includes any participant in the
Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of the shares) tendered exactly as the name of the
registered holder appears on the certificate(s) for the shares tendered
with this Letter of Transmittal and payment and delivery are to be made
directly to the owner unless the owner has completed either the box
entitled "Special Payment Instructions" or "Special Delivery Instructions"
above; or
(b) the shares are tendered for the account of a bank, broker, dealer,
credit union, savings association or other entity which is a member in good
standing of the Securities Transfer Agents Medallion Program or a bank,
broker, dealer, credit union, savings association or other entity which is
an "eligible guarantor institution," as that term is defined in Rule
17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended
(each of the foregoing constituting an "Eligible Institution").
In all other cases, an Eligible Institution must guarantee all signatures
on this Letter of Transmittal. See Instruction 6.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed only if certificates
for shares are delivered with it to the Depositary (or the certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or if a tender for shares is being made concurrently pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. Certificates for all physically tendered shares must be delivered
or mailed or confirmation of a book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility of shares tendered electronically must be
received or a valid tender through the Book-Entry Transfer Facility's Automated
Tender Offer Program must be made, and in each case a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile of the Letter
of Transmittal), including any required signature guarantees, an Agent's Message
in the case of a book-entry transfer or the specific acknowledgement in the case
of a tender through the Automated Tender Offer Program of the Book-Entry
Transfer Facility, and any other documents required by this Letter of
Transmittal, should be mailed or delivered to the Depositary at the appropriate
address set forth in this document and must be delivered to the Depositary on or
before the Expiration Date. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Depositary.
Participants in the Book-Entry Transfer Facility may tender their shares in
accordance with the Automated Tender Offer Program to the extent it is available
to such participants for the shares they wish to tender. A shareholder tendering
through the Automated Tender Offer Program must expressly acknowledge that the
shareholder has received and agreed to be bound by the Letter of Transmittal and
that the Letter of Transmittal may be enforced against such shareholder.
Shareholders whose certificates are not immediately available or who cannot
deliver certificates for their shares and all other required documents to the
Depositary before the Expiration Date, or whose shares cannot be delivered on a
timely basis pursuant to the procedures for book-entry transfer, must, in any
case, tender their shares by or through any Eligible Institution by properly
completing and duly executing and delivering a Notice of Guaranteed Delivery (or
facsimile of the Notice of Guaranteed Delivery) and by otherwise complying with
the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. Pursuant to that procedure, certificates for all physically tendered
shares or book-entry confirmations, as the case may be, as well as this properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
of this Letter of Transmittal), an Agent's Message in the case of a book-entry
transfer or the specific acknowledgement in the case of a tender through the
Automated Tender Offer Program of the Book-Entry Transfer Facility, and all
other documents required by this Letter of Transmittal, must be received by the
Depositary within three (3) Nasdaq Stock Market trading days after receipt by
the Depositary of the Notice of Guaranteed Delivery, all as provided in Section
3 of the Offer to Purchase.
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The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth therein. For shares
to be tendered validly pursuant to the guaranteed delivery procedure, the
Depositary must receive the Notice of Guaranteed Delivery on or before the
Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION
AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, WOLOHAN
RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
Except as specifically permitted by Section 6 of the Offer to Purchase,
Wolohan will not accept any alternative, conditional or contingent tenders, nor
will it purchase any fractional shares, except as expressly provided in the
Offer to Purchase. All tendering shareholders, by execution of this Letter of
Transmittal (or a facsimile of this Letter of Transmittal), waive any right to
receive any notice of the acceptance of their tender.
3. Inadequate Space. If the space provided in the box entitled "Description
of Shares Tendered" above is inadequate, the certificate numbers and/or the
number of shares should be listed on a separate signed schedule and attached to
this Letter of Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders
who tender by book-entry transfer.) If fewer than all of the shares evidenced by
any certificate are to be tendered, fill in the number of shares that are to be
tendered in the column entitled "Number of Shares Tendered" in the box entitled
"Description of Shares Tendered" above. In that case, if any tendered shares are
purchased, a new certificate for the remainder of the shares (including any
shares not purchased) evidenced by the old certificate(s) will be issued and
sent to the registered holder(s), unless otherwise specified in either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" in this Letter of Transmittal, as soon as practicable after the
Expiration Date. Unless otherwise indicated, all shares represented by the
certificate(s) set forth above and delivered to the Depositary will be deemed to
have been tendered.
5. Indication of Price at Which Shares are Being Tendered. For shares to be
properly tendered, the shareholder must either (1) check the box next to the
section captioned "Shares Tendered at Price Determined Pursuant to the Offer" in
this Letter of Transmittal or (2) check one of the boxes in the section
captioned "Share Tendered at Price Determined by Shareholder" in this Letter of
Transmittal indicating the price at which the shareholder is tendering shares.
Only one box may be checked. If more than one box is checked or if no box is
checked, the shares will not be properly tendered. A shareholder wishing to
tender portions of the holder's shares at different prices must complete a
separate Letter of Transmittal for each price at which the holder wishes to
tender each portion of the holder's shares. The same shares cannot be tendered
(unless previously and properly withdrawn as provided in Section 4 of the Offer
to Purchase) at more than one price.
6. Signatures on Letter Of Transmittal; Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the shares tendered, the signature(s) must correspond exactly
with the name(s) as written on the face of the certificate(s) without any
change whatsoever.
(b) If the shares tendered are registered in the names of two or more
joint holders, each holder must sign this Letter of Transmittal.
(c) If any tendered shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimile) as there are different
registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the shares tendered, no endorsement(s) of certificate(s)
representing the shares or separate stock power(s) are required unless
payment is to be made or the certificate(s) for shares not tendered or not
purchased are to be issued to a person other than the registered holder(s).
Signature(s) on the certificate(s) must be guaranteed by an Eligible
Institution. If this Letter of Transmittal is signed by a person other than
the registered holder(s)
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of the certificate(s) listed, or if payment is to be made or certificate(s)
for shares not tendered or not purchased are to be issued to a person other
than the registered holder(s), the certificate(s) must be endorsed or
accompanied by appropriate stock power(s), in either case signed exactly as
the name(s) of the registered holder(s) appears on the certificate(s), and
the signature(s) on the certificate(s) or stock power(s) must be guaranteed
by an Eligible Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificate(s) or stock
power(s) is signed by a trustee, executor, personal representative,
administrator, guardian, attorney-in-fact, officer of a corporation or any
other person acting in a fiduciary or representative capacity, that person
should so indicate when signing this Letter of Transmittal and must submit
proper evidence satisfactory to Wolohan of his or her authority to so act.
7. Stock Transfer Taxes. Except as provided in this Instruction 7, no stock
transfer tax stamps or funds to cover tax stamps need accompany this Letter of
Transmittal. Wolohan will pay any stock transfer taxes payable on the transfer
to it of shares purchased pursuant to the offer. If, however, either (a) payment
of the purchase price for shares tendered and accepted for purchase is to be
made to any person other than the registered holder(s); (b) shares not tendered
or rejected for purchase are to be registered in the name(s) of any person(s)
other than the registered holder(s); or (c) certificate(s) representing tendered
shares are registered in the name(s) of any person(s) other than the person(s)
signing this Letter of Transmittal, then the Depositary will deduct from the
purchase price the amount of any stock transfer taxes (whether imposed on the
registered holder(s), other person(s) or otherwise) payable on account of the
transfer to that person, unless satisfactory evidence of the payment of the
taxes or any exemption therefrom is submitted.
8. Odd Lots. As described in Section 1 of the Offer to Purchase, if Wolohan
is to purchase fewer than all shares tendered before the Expiration Date and not
properly withdrawn, the shares purchased first will consist of all shares
properly tendered by any shareholder who owned, beneficially or of record, an
aggregate of fewer than 100 shares and who tenders all of the holder's shares at
or below the purchase price (an "Odd Lot Holder"). This preference will not be
available unless the section captioned "Odd Lots" is completed.
9. Special Payment and Delivery Instructions. If certificate(s) for shares
not tendered or not purchased and/or check(s) are to be issued in the name of a
person other than the signer of this Letter of Transmittal or if the
certificates and/or checks are to be sent to someone other than the person
signing this Letter of Transmittal or to the signer at a different address, the
box entitled "Special Payment Instructions" and/or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal should be completed as
applicable and signatures must be guaranteed as described in Instruction 1.
10. Irregularities. All questions as to the number of shares to be
accepted, the price to be paid for the shares and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of shares will be determined by Wolohan in its sole discretion, which
determination will be final and binding on all parties. Wolohan reserves the
absolute right to reject any or all tenders of shares it determines not to be in
proper form or the acceptance of which or payment for which may, in the opinion
of Wolohan's counsel, be unlawful. Wolohan also reserves the absolute right to
waive any of the conditions of the offer or any defect or irregularity in any
tender with respect to any particular shares or any particular shareholder, and
Wolohan's interpretation of the terms of the offer (including these
Instructions) will be final and binding on all parties. No tender of shares will
be deemed to be properly made until all defects and irregularities have been
cured by the tendering shareholder or waived by Wolohan. Unless waived, any
defects or irregularities in connection with tenders must be cured within that
time as Wolohan will determine. None of Wolohan, the Dealer Manager (as defined
in the Offer to Purchase), the Depositary, the Information Agent (as defined in
the Offer to Purchase) or any other person is or will be obligated to give
notice of any defects or irregularities in tenders and none of them will incur
any liability for failure to give any notice of defect or irregularity.
11. Questions and Requests for Assistance and Additional Copies. You may
request additional copies of the Offer to Purchase, the Letter of Transmittal or
the Notice of Guaranteed Delivery from the Information Agent at its address and
telephone numbers set forth on the back cover of the Offer to Purchase.
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12. Tax Identification Number and Backup Withholding. Federal income tax
law generally requires that a shareholder whose tendered shares are accepted for
purchase, or the shareholder's assignee (in either case, the "Payee"), provide
the Depositary with the Payee's correct Taxpayer Identification Number ("TIN"),
which, in the case of a Payee who is an individual, is the Payee's social
security number. If the Depositary is not provided with the correct TIN or an
adequate basis for an exemption, the Payee may be subject to penalties imposed
by the Internal Revenue Service and backup withholding in an amount equal to 31%
of the gross proceeds received pursuant to the offer. If withholding results in
an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide the Payee's correct
TIN by completing the Substitute Form W-9 set forth in this document, certifying
that the TIN provided is correct (or that the Payee is awaiting a TIN) and that
(i) the Payee is exempt from backup withholding, (ii) the Payee has not been
notified by the Internal Revenue Service that the Payee is subject to backup
withholding as a result of a failure to report all interest or dividends, or
(iii) the Internal Revenue Service has notified the Payee that the Payee is no
longer subject to backup withholding.
If the Payee lacks a TIN, the Payee should (i) consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 ("W-9 Guidelines") for instructions on applying for a TIN, (ii) write
"Applied For" in the space provided in Part I of the Substitute Form W-9, and
(iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth in this document. If the Payee does not
provide the Payee's TIN to the Depositary within sixty (60) days, backup
withholding will begin and continue until the Payee furnishes the Payee's TIN to
the Depositary. Note that writing "Applied For" on the Substitute Form W-9 means
that the Payee has already applied for a TIN or that the Payee intends to apply
for one in the near future.
If shares are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
should write "Exempt" in Part II of the Substitute Form W-9. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on the Substitute
Form W-9 for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, that person must submit a completed IRS
Form W-8BEN or W-8ECI, signed under penalty of perjury attesting to the exempt
status. This form may be obtained from the Depositary.
13. Withholding For Non-United States Shareholders. Even if a Non-United
States Holder (as defined in Section 14 of the accompanying Offer to Purchase)
has provided the required certification to avoid backup withholding, the
Depositary will withhold United States federal income taxes equal to 30% of the
gross payments payable to a Non-United States Holder or his agent unless the
Depositary determines that a reduced rate of withholding is available under a
tax treaty or that an exemption from withholding is applicable because the gross
proceeds are effectively connected with the conduct of a trade or business
within the United States. To obtain a reduced rate of withholding under a tax
treaty, a Non-United States Holder must deliver to the Depositary before the
payment a properly completed and executed IRS Form 1001. To obtain an exemption
from withholding on the grounds that the gross proceeds paid pursuant to the
offer are effectively connected with the conduct of a trade or business within
the United States, a Non-United States Holder must deliver to the Depositary a
properly completed and executed IRS Form 4224. A Non-United States Holder that
qualifies for an exemption from withholding by delivering IRS Form 4224 will
generally be required to file a United States federal income tax return and will
be subject to United States federal income tax on income derived from the sale
of shares pursuant to the offer in the manner and to the extent described in
Section 14 of the accompanying Offer to Purchase as if it were a United States
Holder. The Depositary will determine a shareholder's status as a Non-United
States Holder and eligibility for a reduced rate of, or exemption from,
withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate
that reliance is not warranted. A Non- United States Holder may be eligible to
obtain a refund of all
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or a portion of any tax withheld if the Non-United States Holder meets those
tests described in Section 14 of the accompanying Offer to Purchase that would
characterize the exchange as a sale (as opposed to a dividend) or is otherwise
able to establish that no tax or a reduced amount of tax is due.
Non-United States Holders are urged to consult their tax advisors regarding
the application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption, and the refund
procedure.
14. Lost, Stolen or Destroyed Certificates. If any certificate representing
shares has been lost, stolen or destroyed, you should notify Wolohan's transfer
agent, Registrar and Transfer Company, at (800) 368-5948. You will then be
instructed regarding the procedures to be followed in order to replace the
certificate. This Letter of Transmittal and the related documents will not be
accepted until the process for replacing lost, stolen or destroyed certificates
and related documents are received prior to the expiration of the offer.
15. Conditional Tenders. As described in Sections 1 and 6 of the Offer to
Purchase, shareholders may condition their tenders on all or a minimum number of
their tendered shares being purchased. If Wolohan is to purchase less than all
of the shares tendered before the Expiration Date and not withdrawn, the
Depositary will perform a preliminary proration, and any shares tendered at or
below the purchase price pursuant to a conditional tender for which the
condition was not satisfied by the preliminary proration will be deemed
withdrawn, subject to reinstatement if such conditional tendered shares are
subsequently selected by random lot for purchase subject to Sections 1 and 6 of
the Offer to Purchase. Conditional tenders will be selected by lot only from
shareholders who tender all of their shares. All tendered shares will be deemed
unconditionally tendered unless the "Conditional Tender" box is completed. The
conditional tender alternative is made available so that a shareholder may
assure that the purchase of shares from the shareholder pursuant to the offer
will be treated as a sale of the shares by the shareholder, rather than the
payment of a dividend to the shareholder, for federal income tax purposes. Odd
Lot Shares, which will not be subject to proration, cannot be conditionally
tendered. It is the tendering shareholder's responsibility to calculate the
minimum number of shares that must be purchased from the shareholder in order
for the shareholder to qualify for sale (rather than dividend) treatment, and
each shareholder is urged to consult his or her own tax advisor.
In the event of proration, any shares tendered pursuant to a conditional
tender for which the minimum requirements are not satisfied may not be accepted
and thereby will be deemed withdrawn.
This Letter of Transmittal, properly completed and duly executed (or a
manually signed facsimile of this Letter of Transmittal), together with
certificates representing shares being tendered (or confirmation of book-entry
transfer) and all other required documents, or a Notice of Guaranteed Delivery,
must be received before 5:00 p.m., Eastern time, on the Expiration Date.
Shareholders are encouraged to return a completed Substitute Form W-9 with this
Letter of Transmittal.
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THE INFORMATION AGENT FOR THE OFFER IS:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
proxy@mackenziepartners.com
(212) 929-5500 (call collect)
or
Toll-Free (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
U.S. BANCORP PIPER JAFFRAY INC.
800 Nicollet Mall
Minneapolis, Minnesota 55402-7020
(800) 333-6000 Ext. 36352