EXHIBIT (a)(1)(B)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
SCHUFF INTERNATIONAL, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED APRIL 30, 2004
BY
SCHUFF ACQUISITION CORP.
A CORPORATION TO BE WHOLLY OWNED BY
DAVID A. SCHUFF
SCOTT A. SCHUFF
AND THEIR AFFILIATES
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., DENVER TIME, ON
FRIDAY, MAY 28, 2004, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
COMPUTERSHARE TRUST COMPANY, INC.
By Overnight Delivery or
By Hand Delivery: Express Mail: By First Class Mail:
COMPUTERSHARE TRUST COMPANY, INC. COMPUTERSHARE TRUST COMPANY, INC. COMPUTERSHARE TRUST COMPANY, INC.
Attn: Reorganization Dept. Attn: Reorganization Dept. Attn: Reorganization Dept.
350 Indiana Street, #800 350 Indiana Street, #800 P.O. Box 1596
Golden, Colorado 80401 Golden, Colorado 80401 Denver, Colorado 80201-1596
Facsimile Transmission:
(303) 262-0606
Confirm Facsimile Receipt by Telephone:
(303) 262-0600 ext. 4732
YOU SHOULD READ CAREFULLY THIS LETTER OF TRANSMITTAL, INCLUDING THE
ACCOMPANYING INSTRUCTIONS, BEFORE YOU COMPLETE IT. FOR THIS LETTER OF
TRANSMITTAL TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY AT
THE ABOVE ADDRESS BEFORE THE OFFER EXPIRES (IN ADDITION TO THE OTHER
REQUIREMENTS DETAILED IN THIS LETTER OF TRANSMITTAL AND ITS INSTRUCTIONS).
DELIVERY OF THIS LETTER OF TRANSMITTAL TO ANOTHER ADDRESS WILL NOT CONSTITUTE A
VALID DELIVERY. DELIVERIES TO SCHUFF INTERNATIONAL OR THE BOOK-ENTRY TRANSFER
FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID
DELIVERY.
DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED FOR CERTIFICATES ENCLOSED*
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
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TOTAL NUMBER OF
CERTIFICATE SHARES REPRESENTED NUMBER OF SHARES
NUMBER(S)* BY CERTIFICATE(S)* TENDERED**
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TOTAL SHARES
* Need NOT be completed by stockholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each Share Certificate delivered to the Depositary are being tendered
hereby. See instruction 4.
This Letter of Transmittal is to be completed by stockholders of Schuff
International, Inc. either if certificates evidencing Shares (as defined below)
are to be forwarded herewith or, unless an Agent's Message (as defined in the
Offer to Purchase) is utilized, if tenders of Shares are to be made by
book-entry transfer to an account maintained by the Depositary at the Book-Entry
Transfer Facility (as defined in and pursuant to the procedures set forth in
Section 2 of the Offer to Purchase).
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
Holders of Shares whose certificates evidencing Shares ("Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other documents required hereby to the Depositary prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase) or who
cannot complete the procedure for delivery by book-entry transfer on a timely
basis and who wish to tender their Shares must do so pursuant to the guaranteed
delivery procedure described in Section 3 of the Offer to Purchase. See
Instruction 2.
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF SHARES ARE BEING TENDERED 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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Window Ticket No. (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution that Guaranteed Delivery:
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IF DELIVERY IS BY BOOK-ENTRY TRANSFER, GIVE THE FOLLOWING INFORMATION:
Account Number:
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Transaction Code Number:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Schuff Acquisition Corp., an Arizona
corporation ("SAC") the above-described shares of common stock, par value $0.001
per share ("Shares"), of Schuff International, Inc., a Delaware corporation,
pursuant to SAC's offer to purchase all Shares at a price of $2.17 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 30, 2004 (the "Offer
to Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Offer to Purchase and any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). The
undersigned understands that SAC 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 all or any portion of Shares tendered pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (and if the
Offer is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment of Shares tendered
herewith, in accordance with the terms of the Offer, the undersigned hereby
sells, assigns, and transfers to or upon the order of SAC all right, title, and
interest in and to all Shares that are being tendered hereby and all dividends,
distributions (including, without limitation, distributions of additional
Shares), and rights declared, paid, or distributed in respect of such Shares on
or after the date hereof (collectively, "Distributions") and irrevocably
appoints the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and all Distributions), with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver Share Certificates evidencing such
Shares (and all Distributions) or confirmation of a book-entry transfer (a "Book
Entry Confirmation") of such Shares (and all Distributions) 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
SAC, (ii) present such Shares (and all Distributions) for transfer on the books
of Schuff International, and (iii) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares (and all Distributions), all
in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby
irrevocably appoints the designees of SAC and each of them, as the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote in such manner as each such attorney-in-fact and proxy or
his or her substitute shall, in his sole discretion, deem proper and otherwise
act (by written consent or otherwise) with respect to all Shares tendered hereby
which have been accepted for payment by SAC prior to the time of such vote or
other action and all Shares and other securities issued in Distributions in
respect of such Shares, which the undersigned is entitled to vote at any meeting
of stockholders of Schuff International (whether annual or special and whether
or not an adjourned or postponed meeting) or consent in lieu of any such meeting
or otherwise. This proxy and power of attorney is coupled with an interest in
Shares tendered hereby, is irrevocable and is granted in consideration of, and
is effective upon, the acceptance for payment of such Shares by SAC in
accordance with other terms of the Offer. Such acceptance for payment shall
revoke all other proxies and powers of attorney granted by the undersigned at
any time with respect to such Shares (and all Shares and other securities issued
in Distributions in respect of such Shares), and no subsequent proxies, powers
of attorney, consents, or revocations may be given by the undersigned with
respect thereto (and if given will not be deemed effective). The undersigned
understands that, in order for Shares or Distributions to be deemed validly
tendered, immediately upon SAC's acceptance of such Shares for payment, SAC must
be able to exercise full voting and other rights with respect to such Shares
(and any and all Distributions), including, without limitation, voting at any
meeting of Schuff International's stockholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign, and transfer Shares tendered
hereby and all Distributions, that when such Shares are accepted for payment by
SAC, SAC 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 Shares 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 SAC to be necessary or
desirable to complete the sale, assignment, and transfer of Shares tendered
hereby and all Distributions. In addition, the undersigned shall remit and
transfer promptly to the Depositary for the account of SAC all Distributions in
respect of Shares tendered hereby, accompanied by appropriate documentation of
transfer, and pending such remittance and transfer or appropriate assurance
thereof,
SAC shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of Shares tendered
hereby, or deduct from such purchase price, the amount or value of such
Distribution as determined by SAC 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, executors, administrators, personal representatives, successors,
successors in interest, and assigns of the undersigned. Except as stated in the
Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of 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. SAC's acceptance of such Shares for payment
will constitute a binding agreement between the undersigned and SAC upon the
terms and subject to the conditions of the Offer (and if the Offer is extended
or amended, the terms or conditions of any such extension or amendment).
Unless otherwise indicated below 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 tendered or
not accepted for payment in the name(s) of the registered holder(s) appearing
above under "Description of Shares Tendered." Similarly, unless otherwise
indicated below in the box entitled "Special Delivery Instructions," please mail
the check for the purchase price of all Shares purchased and return all Share
Certificates evidencing Shares not tendered or not accepted for payment (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 below entitled "Special Payment Instructions" and "Special
Delivery Instructions" are both completed, please issue the check for the
purchase price of all Shares purchased and return all Share Certificates
evidencing Shares not tendered or not accepted for payment in the name(s) of,
and deliver such check and return such Share Certificates (and any accompanying
documents, as appropriate) to, the person(s) so indicated. Unless otherwise
indicated below in the box entitled "Special Payment Instructions," please
credit any Shares tendered hereby and delivered by book-entry transfer that are
not accepted for payment by crediting the account at the Book-Entry Transfer
Facility designated above. The undersigned recognizes that SAC has no
obligation, pursuant to the Special Payment Instructions, to transfer any Shares
from the name of the registered holder(s) thereof if SAC does not accept for
payment any Shares tendered hereby.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6, AND 7)
To be completed ONLY if the check for the purchase price of Shares and 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 the Book-Entry Transfer Facility other than that
designated on the front cover.
Issue Check and/or Share Certificate(s) to:
Name:
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(PLEASE PRINT)
Address
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(ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
Credit unpurchased Shares tendered by book-entry transfer to the Book-Entry
Transfer Facility account set forth below:
Account Number:
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6, AND 7)
To be completed ONLY if the check for the purchase price of Shares purchased and
Share Certificates evidencing Shares not tendered or not purchased are to be
mailed to someone other than the undersigned, or the undersigned at an address
other than that shown under "Description of Shares Tendered."
Mail Check and/or Share Certificate(s) to:
Name:
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(PLEASE PRINT)
Address
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(ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
IMPORTANT
STOCKHOLDERS SIGN HERE
(Please Complete and Return the Attached Substitute Form W-9)
(The registered holder(s) must sign this document exactly as name(s) appear(s)
on certificates(s) for shares or on a security position listing or the person(s)
authorized to become the registered holder(s) by certificates and documents
transmitted with this letter of transmittal must sign this document. If a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, or other person acting in a fiduciary or representative capacity is
signing this document, please set forth your full title and see Instruction 5.)
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(SIGNATURE OF OWNER) (SIGNATURE OF OWNER)
Name(s):
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(Please Print) (Please Print)
Dated: __________, 2004
Capacity (full title):
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Address:
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(Include Zip Code)
Daytime Area Code and Telephone Number:
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Tax Identification or Social Security Number:
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(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
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Name:
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(Please Print)
Title:
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Name of Firm:
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Address:
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(Zip Code)
Area Code and Telephone Number:
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Dated: __________, 2004
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 the Securities
Transfer Agents Medallion Signature Program, or by any other "eligible guarantor
institution," as such term is defined in Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended (each of the foregoing being an
"Eligible Institution") UNLESS (i) this Letter of Transmittal is signed by the
registered holder(s) of Shares (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Shares) tendered hereby and such
holder(s) has (have) not completed the box entitled "Special Payment
Instructions" or "Special Delivery Instructions" on the reverse hereof or (ii)
such Shares are tendered for the account of an Eligible Institution. See
Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates. This
Letter of Transmittal is to be used either if Share Certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in Section 3 of the
Offer to Purchase) is utilized, if tenders are to be made by book-entry transfer
pursuant to the procedure set forth in Section 3 of the Offer to Purchase. Share
Certificates evidencing all physically tendered Shares, or a timely confirmation
of a book-entry transfer into the Depositary's account at the Book-Entry
Transfer Facility of all Shares delivered by book-entry transfer, as well as a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) and any other documents required by this Letter of
Transmittal, with any required signature guarantees, or an Agent's Message in
the case of a book-entry transfer, must be received by the Depositary at one of
its addresses set forth below prior to the Expiration Date (as defined in
Section 1 of the Offer to Purchase). If Share Certificates are forwarded to the
Depositary in multiple deliveries, a properly completed and duly executed Letter
of Transmittal (or facsimile thereof) must accompany each such delivery.
Stockholders whose Share Certificates are not immediately available, who cannot
deliver their Share Certificates 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 their Shares
pursuant to the guaranteed delivery procedure described 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 made available by SAC,
must be received by the Depositary prior to the Expiration Date; and (iii) the
Share Certificates evidencing all physically delivered Shares in proper form for
transfer by delivery, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all Shares 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, all as described in Section 3 of the
Offer to Purchase. A "trading day" is any day on which the American Stock
Exchange is open for business.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES,
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.
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 will be purchased. By execution of this Letter of Transmittal
(or a manually signed facsimile hereof), all tendering stockholders waive any
right to receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided under "Description of Shares
Tendered" is inadequate, the Share Certificate numbers, the number of Shares
evidenced by such Share Certificates and the number of Shares tendered should be
listed on a separate signed schedule and attached to this Letter of Transmittal.
4. Partial Tenders (Not Applicable to Stockholders who Tender by
Book-Entry Transfer). If fewer than all Shares evidenced by any Share
Certificate delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares that are to be tendered in the box entitled "Number
of Shares Tendered." In such cases, new Share Certificate(s) evidencing the
remainder of Shares that were evidenced by the Share Certificates 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 Payment
Instructions" and/or "Special Delivery Instructions" on the reverse hereof, as
soon as practicable after the Expiration Date or the termination of the Offer.
All Shares evidenced by Share Certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificates evidencing such Shares without alteration,
enlargement or any other change whatsoever.
If any Shares tendered hereby are held of record by two or more persons,
all such persons must sign this Letter of Transmittal.
If any Shares tendered hereby are registered in different names, it will
be necessary to complete, sign, and submit as many separate Letters of
Transmittal as there are different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required, unless payment is to be made to, or Share Certificates
evidencing Shares not tendered or not accepted for payment are to be issued in
the name of, a person other than the registered holder(s).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of Shares tendered hereby, the Share Certificate(s)
evidencing Shares 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 Share Certificate(s). Signatures on such Share
Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Share 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 SAC of such person's authority so to act must be
submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this
Instruction 6, SAC will pay all stock transfer taxes on the sale and transfer of
any Shares to it or its order pursuant to the Offer. If, however, payment of the
purchase price of any Shares purchased is to be made to, or Share Certificate(s)
evidencing Shares not tendered or not accepted for payment are to be issued in
the name of, any person other than the registered holder(s), or if tendered
certificates are registered in the name of any person other than the person(s)
signing the Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s), or such other person, or
otherwise) payable on account of the transfer to such other person will be
deducted from the purchase price of such Shares purchased, unless evidence
satisfactory to SAC 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 SHARE CERTIFICATES EVIDENCING SHARES
TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check for the
purchase price of any Shares tendered hereby is to be issued in the name of,
and/or Share Certificate(s) evidencing Shares not tendered or not accepted for
payment are to be issued in the name of and/or returned to, a person other than
the person(s) signing this Letter of Transmittal or if such check or any such
Share Certificate is to be sent to a person other than the signor of 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 Shares
Tendered" on the reverse hereof, the appropriate boxes herein must be completed.
8. Questions and Requests for Assistance or Additional Copies.
Questions and requests for assistance may be directed to the Information Agent
at its address or telephone number set forth below. Additional copies of
2
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 obtained from the Information Agent.
9. Substitute Form W-9. Each tendering stockholder that is a U.S.
person (or a U.S. resident) 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 penalty
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 Shares 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. 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. If the
tendering stockholder is not a U.S. person (or a U.S. resident alien), see the
section below entitled "Important Tax Information" for additional instructions.
10. Lost, Destroyed, or Stolen Certificates. If any Share Certificate(s)
has been lost, destroyed, or stolen, the stockholder should promptly notify
Schuff International's transfer agent, Computershare Trust Company, Inc., for
assistance. The address is 350 Indiana Street, #800, Golden, Colorado 80401. The
phone number is (303) 262-0600. The stockholder will then be instructed as to
the steps that must be taken in order to replace the Share Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed, or stolen Share Certificates have been
followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE
HEREOF), PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED
SIGNATURE GUARANTEES (OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S
MESSAGE) AND SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL
OTHER REQUIRED DOCUMENTS) OR A PROPERLY COMPLETED AND DULY EXECUTED 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 generally required to provide the Depositary (as payer)
with such stockholder's correct TIN on Substitute Form W-9 provided herewith. If
such stockholder is an individual, the TIN generally 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 and payments that are made to such stockholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%. In
addition, if a stockholder makes a false statement that results in no imposition
of backup withholding, and there was no reasonable basis for making such
statement, a $500 penalty may also be imposed by the Internal Revenue Service.
Certain stockholders (including, among others, 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 statement (an appropriate Internal
Revenue Service Form W-8), signed under penalties of perjury, attesting to such
individual's exempt status. Forms of 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. A
stockholder should consult his or her tax advisor as to such stockholder's
qualification for exemption from backup withholding and the procedure for
obtaining such exemption.
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 federal income 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 provided that the
required information is furnished to the Internal Revenue Service.
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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 such stockholder's correct TIN by
completing the form below certifying that (a) the TIN provided on Substitute
Form W-9 is correct (or that such stockholder is awaiting a TIN), (b)(i) such
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 (ii) the Internal Revenue Service has notified such stockholder
that such stockholder is no longer subject to backup withholding, and (c) such
stockholder is a U.S. person (or a U.S. resident alien).
What Number to Give the Depositary
The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of
Shares tendered hereby. If Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report. 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. 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.
4
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A
TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
If I do not provide a taxpayer identification number to the payer by the time of
payment, 31% of all reportable cash payments made to me thereafter will be
withheld until I provide a taxpayer identification number.
SIGNATURE: DATE:
-------------------------------------------- -------------------
NAME (Please Print):
------------------------------------------------------------
Questions and requests for assistance may be directed to the Information
Agent at its address or telephone number set forth below. Additional copies of
the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed
Delivery, and Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 may be obtained from the Information Agent and will be
furnished promptly at SAC's expense. You may also contact your broker, dealer,
commercial bank, trust company, or other nominee for assistance concerning the
Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
Schuff Acquisition Corp.
Attention: Julie Hall
1841 West Buchanan
Phoenix, Arizona 85007
Email: julie.hall@schuff.com
or
CALL: (602) 452-4497
5
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
PAYER'S NAME: COMPUTERSHARE TRUST COMPANY, INC.
SUBSTITUTE
FORM W-9
Department of the Treasury
Internal Revenue Service
Service Payer's Request for
Taxpayer Identification
Number (TIN)
PART I - Taxpayer Identification Number -
For all accounts, enter taxpayer identification number at box at right and
certify by signing and 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.
Social Security Number
or
Employer Identification
Number:
----------------------------
PART II - Check the box if you are exempt from back up withholding (see enclosed
guidelines): [ ]
PART III - Certification - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me);
(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 withholding
as a result of a failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup
withholding; and
(3) I am a U.S. person (including a U.S. resident alien).
SIGNATURE: DATE:
-------------------------------------------- -------------------
NAME (Please Print):
------------------------------------------------------------
CERTIFICATE 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 item (2). (Also see instructions in the
enclosed Guidelines.)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE
FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL SOON APPLY FOR) A
TAXPAYER IDENTIFICATION NUMBER.