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EXHIBIT (a)(2)
(Tender Offer) LETTER OF TRANSMITTAL
L/T TEMPLATE TO ACCOMPANY CERTIFICATES FORMERLY REPRESENTING SHARES OF
06/27/05 COMMON STOCK OF
By Mail: SPORTS RESORTS INTERNATIONAL, INC. By Hand and Overnight Delivery:
Registrar and Transfer Company DEPOSITARY: REGISTRAR AND TRANSFER COMPANY Registrar and Transfer Company
Attn: Reorg/Exchange Dept. THIS OFFER EXPIRES 5:00 P.M., NEW YORK CITY Attn: Reorg/Exchange Dept.
P.O. Box 645 MARCH 29, 2006 10 Commerce Drive
Cranford, New jersey 07016 Cranford, New Jersey 07016
DESCRIPTION OF CERTIFICATES SURRENDERED
Certificate(s) Enclosed (Attach List if necessary)
Total Number of
(See Instructions) Certificate Shares Represented
Name and Address of Registered Holder Number(s) by Certificate(s)
____________ ___________________
____________ ___________________
____________ ___________________
____________ ___________________
____________ ___________________
TOTAL SHARES
I have lost my certificate(s) for _____________ shares of Sports Resorts
International, Inc. Common Stock and have completed the Affidavit for Lost Stock
Certificate(s) on the reverse side and submitted the required check. (See
Instruction 4.)
SIGNATURES MUST BE PROVIDED BELOW - PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY
A PROPERLY EXECUTED LETTER OF TRANSMITTAL, ALONG WITH THE STOCK
CERTIFICATES COVERED THEREBY OR A GUARANTEE OF DELIVERY OF SUCH CERTIFICATES,
MUST BE RECEIVED BY THE DEPOSITARY BY 5:00 P.M., NEW YORK CITY TIME, ON
MARCH 29, 2006 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED.
Ladies and Gentlemen:
The undersigned hereby tenders to Sports Resorts International, Inc., a
Michigan corporation (the "Company"), the above-described shares of common
stock, par value $.01 per share (the "Shares"), pursuant to the Company's offer
to purchase all outstanding Shares, at a purchase price of $1.00 per Share, net
to the seller in cash (the "Offer Price"), without interest thereon, or such
higher price per share as may be paid pursuant to the Offer (as defined below),
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated March 1, 2006, receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which together with any amendments or supplements thereto
or hereto, collectively constitute the "Offer").
I (we) (i) hereby represent and warrant that I (we) have full authority to
deliver, tender, transfer and assign the above certificate(s) as provided herein
and agree to furnish or execute any additional documents requested, and to
comply with any additional requirements imposed, by the Depositary or the
Company to complete such delivery, tender, transfer and exchange; and (ii)
understand and agree that the Instructions on the reverse side of this
Transmittal Letter are part of the terms and conditions for tender of the
enclosed certificate(s) and are incorporated herein by reference.
By executing this Letter of Transmittal, the undersigned hereby
irrevocably appoints Sports Resorts International, Inc. or its Designee the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote at any annual or special meeting of the Company's
stockholders or any adjournment or postponement thereof or otherwise in such
manner as each attorney-in-fact and proxy or his or her substitute shall in his
or her sole discretion deem proper with respect to, to execute any written
consent concerning any matter as each such attorney-in-fact and proxy or his or
her substitute shall in his or her sole discretion deem proper with respect
to, all of the Shares (and any and all Distributions) tendered hereby and
accepted for payment by Sports Resorts International, Inc. This appointment
will be effective if and when, and only to the extent that, Sports Resorts
International, Inc. accepts such Shares for payment pursuant to the Offer. This
power of attorney and proxy are irrevocable and are granted in consideration
of the acceptance for payment of such Shares in accordance with the terms of
the Offer.
This Letter of Transmittal must be signed by registered holder(s) exactly
as name appears on the certificate(s), or by the authorized agent of such
registered holder(s). The signature must be accompanied by a signature guarantee
if Special Payment Instructions are provided below.
SPECIAL PAYMENT INSTRUCTIONS
(YOU MUST ALSO COMPLY WITH INSTRUCTION 3)
Fill in ONLY if check(s) are payable to and mailed to a person other than the
Registered Holders of the enclosed Certificate(s).
Issue the check(s) in the name of:
Name: _______________________________________________
(Please Print First, Middle & Last Name)
Address: ____________________________________________
_____________________________________________________
(including Zip Code)
_____________________________________________________
(Taxpayer Identification or Social Security Number)
SPECIAL MAILING INSTRUCTIONS
(YOU MUST ALSO COMPLY WITH INSTRUCTION 3)
Fill in ONLY if check(s) are to be mailed to someone other than the Registered
Holder of the enclosed Certificate(s) or to the Registered Holder at an address
other than that shown above.
Mail check(s) to:
Name: _______________________________________________
(Please Print First, Middle & Last Name)
Address: ____________________________________________
_____________________________________________________
(including Zip Code)
IMPORTANT - PLEASE SIGN AND DATE BELOW AND COMPLETE SUBSTITUTE FORM
W-9 ON REVERSE
(See Instruction 2 on the reverse hereof)
Dated: _______________________________
_______________________________________________________________________________
Signature(s) of Shareholder (or Agent or Representative if proper
documentation is submitted)
MEDALLION SIGNATURE GUARANTEE
Required only if Special Payment Instructions or Special Mailing
Instructions are provided above. (See Instruction 3)
The signature(s) should be guaranteed by an eligible financial institution or a
member of a registered national securities exchange or the NASD pursuant to
Securities and Exchange Commission Rule 17Ad-15.
PAYER'S NAME: SPORTS RESORTS INTERNATIONAL, INC.
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER
(See Instruction 6)
Please fill in your name and address below.
_______________________________________________________________________________
Name
_______________________________________________________________________________
Business name, if different from above
Check appropriate box:
[ ] Individual/Sole proprietor [ ] Corporation
[ ] Partnership [ ] Other ________
[ ] Exempt from backup withholding
_______________________________________________________________________________
Address (number and street)
_______________________________________________________________________________
City, State and Zip Code
PART 1 -- TAXPAYER IDENTIFICATION NO. - FOR ALL ACCOUNTS ENTER YOUR TAXPAYER
IDENTIFICATION NUMBER IN THE APPROPRIATE BOX. FOR MOST INDIVIDUALS AND SOLE
PROPRIETORS. THIS IS YOUR SOCIAL SECURITY NUMBER. FOR OTHER ENTITIES, IT IS YOUR
EMPLOYER IDENTIFICATION NUMBER. IF YOU DO NOT HAVE A NUMBER. SEE "HOW TO OBTAIN
A TIN" IN THE ENCLOSED GUIDELINES.
Note: If the account is in more than one name, see the chart on the enclosed
Guidelines to determine what number to enter.
__________________________________
Social Security Number(s)
OR
__________________________________
Employer Identification Number(s)
PART 2 -- CERTIFICATION -- For Payees Exempt from Backup Withholding (see
enclosed Guidelines) -- Under penalties of perjury, I certify that:
(1) The number shown on the 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 (a) I am exempt from
backup withholding, or (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; and
(3) I am a U.S. person (including a U.S. resident alien).
PART 3 --
Awaiting TIN [ ]
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
you have failed to report all interest and dividends on your tax return and you
have not been notified by the IRS that you are no longer subject to backup
withholding. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of
debt, contributions to and individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to
sign the Certification, but you must provide your correct TIN. (See the enclosed
Guidelines).
SIGNATURE _________________________ DATE ________________,2006
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER. PLEASE REVIEW INSTRUCTION 6 BELOW FOR ADDITIONAL
INFORMATION.
INSTRUCTIONS FOR TENDERING CERTIFICATES
FORMING PART OF THE TERMS AND CONDITIONS OF THIS LETTER OF TRANSMITTAL
1. GENERAL. The Letter of Transmittal, properly filled in and signed by or
on behalf of the registered holder(s) of Sports Resorts International, Inc.
Common Stock (or properly constituted assignees) and accompanied by
certificate(s) for shares of Sports Resorts International, Inc. Common Stock,
when tendered to the Depositary, Registrar and Transfer Company, at the
addresses set forth on the reverse side, will entitle you to receive the Offer
Price, subject to the terms and conditions of the Offer. For your convenience, a
return envelope addressed to the Depositary is enclosed.
THE METHOD OF DELIVERY OF THE CERTIFICATE(S) IS AT THE OPTION AND RISK OF
THE STOCKHOLDER, BUT IF THE CERTIFICATE(S) OR DOCUMENTS ARE SENT BY MAIL, IT IS
SUGGESTED THAT INSURED OR REGISTERED MAIL BE USED FOR THE STOCKHOLDER'S
PROTECTION, AND YOU SHOULD INSURE YOUR CERTIFICATE(S) FOR 1.5% OF THEIR VALUE
AT $1.00 PER SHARE. PLEASE NOTE THAT THE CERTIFICATE(S) OR DOCUMENTS MUST BE
IN GOOD ORDER AND RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE IN
ORDER TO BE ACCEPTED.
Insert in the box at the top of the letter of transmittal the certificate
number(s) of the common stock certificate(s) which you are tendering herewith
and the number of shares represented by each certificate. If the space provided
is insufficient, attach a separate sheet listing this information.
2. AUTHORITY OF SIGNATORY. If the Letter of Transmittal is executed by an
agent, attorney, executor, administrator, trustee, guardian or other fiduciary,
or by a person acting in any other fiduciary or representative capacity, or by
an officer of a corporation on behalf of the corporation, the full title of such
person must be given and proper documentary evidence of his appointment and
authority to act in such capacity (including, where necessary, bylaws, corporate
resolutions and court orders) must be forwarded with the tendered stock
certificate(s) and this letter of transmittal.
3. SPECIAL PAYMENT INSTRUCTIONS/SPECIAL MAILING INSTRUCTIONS. If the Offer
Price for shares of Sports Resorts International, Inc. Common Stock is to be
paid to a person other than registered holder(s) of the tendered certificate(s)
or mailed to an address other than the address of record, the tendered
certificate(s) must be endorsed to such person or accompanied by appropriately
endorsed stock powers. Signatures on this form and on the endorsement of stock
power must be guaranteed by an eligible financial institution or broker who is a
member/participant in a medallion program approved by Registrar and Transfer
Company.
4. LOST CERTIFICATE(S). If you cannot locate your certificate(s), please
complete the Affidavit for Lost Certificates below along with the rest of this
Letter of Transmittal and return it to the Depositary at the address listed on
the front.
AFFIDAVIT FOR LOST STOCK CERTIFICATES(S)
The undersigned hereby attests and certifies the following: That I am the
lawful owner of the certificate(s) listed on this letter of transmittal as lost.
That a search for the certificate(s) has been conducted and that these
certificate(s) cannot be located. That these certificate(s) have not been
endorsed, hypothecated, sold or had their ownership pledged or encumbered in any
form, whatsoever.
In requesting the replacement of this certificate(s). I hereby agree that:
If these certificate(s) are subsequently located, they will be tendered for
cancellation. That I indemnify, protect and hold harmless Sports Resorts
International, Inc. Seaboard Surety Company, and Registrar and Transfer
Company, and any other party from and against all losses, expenses, costs and
damages including legal fees that may be subjected to these parties at any time
in the future as a result of the cancellation and replacement of the
certificate(s). All rights accruing of these parties will not be limited by
their negligence, breach of duty, accident, or other obligation on the part of
or by any officer or employee of the parties.
I acknowledge that the certificate(s) will be replaced under an insurance
bond underwritten by Seaboard Surety Company. My check, payable to the Seaboard
Surety Company, to cover the lost stock certificate bond premium of 1.5% of the
value of the stock at $1.00 per share (Minimum $20.00) is enclosed. I further
acknowledge that any filing of an insurance application with materially false or
misleading information is a fraudulent insurance act and may be considered a
crime.
Sign Here:______________________________________________________
Co-Owner, if any:_________________________ Date: ________________,2006
2,000 shares of Sports Resorts International, Inc. x $1.00 = $2,000 x 1.5% =
$30.00 bond premium). (Minimum $20.00)
5. VALIDITY OF TENDER; IRREGULARITIES. All questions as to validity, form
and eligibility of any tender of certificate(s) will be determined by Sports
Resorts International, Inc. (which may delegate the power to so determine in
whole or in part to the Depositary), and such determination shall be final and
binding absent manifest error. Sports Resorts International, Inc. reserves the
right to waive any irregularities or defects in the tender of any certificate(s)
and its interpretation of the terms and conditions of this letter of transmittal
or any other documents delivered therewith with respect to such irregularities
or defects shall be in its sole discretion. A tender will not be deemed to have
been validly made until all irregularities and defects have been cured.
6. SUBSTITUTE FORM W-9. Each tendering shareholder is required to provide
the Depositary with such holder's correct taxpayer identification number ("TIN")
on the above Substitute Form W-9 and to certify whether the shareholder is
subject to backup withholding. Failure to provide such information on the form,
may subject the tendering shareholder to federal income tax withholding at the
applicable withholding rate on payments made to such tendering shareholder with
respect to the shares. If such holder is an individual, the TIN is his or her
social security number. A holder must cross out item (2) in part 2 of Substitute
Form W-9 if such holder is subject to backup withholding. The box in part 3 of
the form should be checked if the tendering holder has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future. If the
box in part 3 is checked, the tendering holder must also complete the
certificate of awaiting taxpayer identification number in order to avoid backup
withholding. If you checked the box in part 3 and do not provide the Depositary
with a properly certified TIN within 60 days, the Depositary will withhold taxes
at the applicable withholding rate on reportable payments made thereafter until
a properly certified TIN is received by the Depositary. During the 60-day
period, the Depositary will withhold the applicable withholding rate on any
reportable dividend payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
tendering holder if a TIN is provided to the Depositary within 60 days.
Certain holders, (including, among others, all corporations and certain
foreign individuals) are exempt from these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status by checking the
box in the substitute form W-9 above. In order for a foreign individual to
qualify as an exempt recipient, such individual must submit a statement, signed
under penalties of perjury, attesting to such individual's exempt status. Forms
of such statements may be obtained from the Depositary. If backup withholding
applies, the Depositary is required to withhold tax at the applicable rate of
any payments made to the holder or other payee. Backup withholding is not an
additional tax. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.
7. INQUIRIES. All inquiries with respect to the tender of certificates of
common stock should be made directly to the DEPOSITARY, REGISTRAR AND TRANSFER
COMPANY, AT 1-800-368-5948, OR VIA EMAIL TO INFO@RTCO.COM.