EXHIBIT (a)(1)(B)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
ESENJAY EXPLORATION, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 26, 2002
AT
$2.84 NET PER SHARE
BY
ECM ACQUISITION COMPANY
A WHOLLY OWNED SUBSIDIARY OF
SANTOS AMERICAS AND EUROPE CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME ON MONDAY, APRIL 22, 2002, UNLESS THE OFFER IS EXTENDED.
<Table>
The Depositary for the Offer is:
THE BANK OF NEW YORK
By Mail: By Facsimile Transmission: By Hand or Overnight Delivery:
Reorganization Services (For Eligible Institutions Only) Reorganization Services
P.O. Box 11248 (973) 247-4077 One Wall Street
Church Street Station Third Floor
New York, New York 10286-1248 To Confirm Facsimile Transmissions: New York, New York 10286
(For Eligible Institutions Only)
(973) 247-4075
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This letter of transmittal is to be used either if certificates for shares
(as defined below) are to be forwarded herewith or, unless an agent's message
(as defined in section 2 of the Offer to Purchase (as defined below)) is
utilized, if delivery of shares is to be made by book-entry transfer to an
account maintained by the depositary (as defined below) at the book-entry
transfer facility (as defined in section 2 of the Offer to Purchase) pursuant to
the procedures set forth in section 2 of the Offer to Purchase. Tendering
stockholders whose certificates for shares are not immediately available or who
cannot deliver either the certificates for, or a book-entry confirmation (as
defined in section 2 of the Offer to Purchase) with respect to, their shares and
all other documents required hereby to the depositary prior to the expiration
date (as defined in section 1 of the Offer to Purchase) must tender their shares
in accordance with the guaranteed delivery procedures set forth in section 2 of
the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) SHARES TENDERED
ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- -------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES REPRESENTED
SHARE CERTIFICATE BY SHARE NUMBER OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
-----------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL SHARES
- -------------------------------------------------------------------------------------------------------------------
* Need not be completed if transfer is made by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See
Instruction 4.
- -------------------------------------------------------------------------------------------------------------------
</Table>
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: -----------------------------------------------
Account Number: ----------------------------------------------------------------
Transaction Code Number: -------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY, ENCLOSE A PHOTOCOPY
OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery: ----------------------------
Name of Institution that Guaranteed
Delivery: -----------------------------------
IF DELIVERED BY BOOK-ENTRY TRANSFER, CHECK BOX: [ ]
Account Number: ----------------------------------------------------------------
Transaction Code Number: -------------------------------------------------------
IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST
OR DESTROYED, SEE INSTRUCTION 11.
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to ECM Acquisition Company (the
"Purchaser"), a Delaware corporation and wholly owned subsidiary of Santos
Americas and Europe Corporation, a Delaware corporation, the above-described
shares of common stock, par value $.01 per share (the "shares"), of Esenjay
Exploration, Inc., a Delaware corporation ("Esenjay"), on the terms and subject
to the conditions set forth in the Purchaser's Offer to Purchase dated March 26,
2002 (the "Offer to Purchase") and this letter of transmittal (which, together
with any amendments or supplements thereto or hereto, collectively constitute
the "offer"), receipt of which is hereby acknowledged.
Subject to and effective on acceptance for payment of, and payment for, the
shares tendered herewith in accordance with the terms of the offer, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Purchaser all right, title and interest in and to all the shares that are being
tendered hereby (and any and all other shares or other securities or rights
issued or issuable in respect thereof on or after March 17, 2002) and
irrevocably constitutes and appoints The Bank of New York (the "depositary"),
the true and lawful agent and attorney-in-fact of the undersigned, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to the full extent of the undersigned's rights
with respect to such shares (and any such other shares or securities or rights),
to (a) deliver certificates for such shares (and any such other shares or
securities or rights) or transfer ownership of such shares (and any such other
shares or securities or rights) on the account books maintained by the
book-entry transfer facility, together, in any such case, with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Purchaser,
(b) present such shares (and any such other shares or securities or rights) for
transfer on Esenjay's books and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of such shares (and any such other shares or
securities or rights), all in accordance with the terms of the offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the shares
tendered hereby (and any and all other shares or other securities or rights
issued or issuable in respect of such shares on or after March 17, 2002) and,
when the same are accepted for payment by the Purchaser, the Purchaser will
acquire good title thereto, free and clear of all liens, restrictions, claims
and encumbrances, and the same will not be subject to any adverse claim or
right. The undersigned will, on request by the depositary or the Purchaser,
execute any additional documents deemed by the depositary or the Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
shares tendered hereby (and any and all such other shares or other securities or
rights), all in accordance with the terms of the offer.
All authority conferred or agreed to be conferred pursuant to this letter
of transmittal shall be binding on the successors, assigns, heirs, personal
representatives, executors, administrators and other legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
The undersigned hereby irrevocably appoints Kathleen A. Hogenson and Peter
R. Robinson, and each of them, and any other designees of the Purchaser, the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote at any annual, special or adjourned meeting of Esenjay's
stockholders or otherwise in such manner as each such attorney-in-fact and proxy
or his/her substitute shall in his/her sole discretion deem proper, to execute
any written consent concerning any matter as each such attorney-in-fact and
proxy or his/her substitute shall in his/her sole discretion deem proper, and to
otherwise act as each such attorney-in-fact and proxy or his/her substitute
shall in his/her sole discretion deem proper, with respect to the shares
tendered hereby that have been accepted for payment by the Purchaser prior to
the time any such action is taken and with respect to which the undersigned is
entitled to vote (and any and all other shares or other securities or rights
issued or issuable in respect of such shares on or after March 17, 2002). This
appointment is effective when, and only to the extent that, the Purchaser
accepts for payment such shares as provided in the Offer to Purchase. 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.
Upon such acceptance for payment, all prior powers of attorney, proxies and
consents given by the
3
undersigned with respect to such shares (and any such other shares or securities
or rights) will, without further action, be revoked and no subsequent powers of
attorney, proxies, consents or revocations may be given (and, if given, will not
be effective) by the undersigned.
The undersigned understands that the valid tender of shares pursuant to any
of the procedures described in section 2 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Purchaser on the terms and subject to the conditions of the offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for payment of the purchase price and/or return any
certificates for shares not tendered or accepted for payment in the name(s) of
the registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for payment of the purchase price and/or return any
certificates for shares not tendered or accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered." In the event that both the
"Special Delivery Instructions" and the "Special Payment Instructions" are
completed, please issue the check for payment of the purchase price and/or
return any certificates for shares not tendered or accepted for payment (and any
accompanying documents, as appropriate) in the name(s) of, and deliver such
check and/or return such certificates (and any accompanying documents, as
appropriate) to, the person or persons so indicated. Please credit any shares
tendered herewith 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 the Purchaser has no obligation pursuant to the
"Special Payment Instructions" to transfer any shares from the name of the
registered holder(s) thereof if the Purchaser does not accept for payment any of
the shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for shares not tendered or not
accepted for payment and/or the check for payment of the purchase price of
shares accepted for payment are to be issued in the name of someone other than
the undersigned.
Issue: [ ] Check
[ ] Certificate(s) to:
Name:
- ----------------------------------------
(Please Print)
Address:
- --------------------------------------
- ------------------------------------------------
(Include Zip Code)
- ------------------------------------------------
(Employer Identification or Social Security Number)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for shares not tendered or not
accepted for payment and/or the check for payment of the purchase price of
shares accepted for payment are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that above.
Mail: [ ] Check
[ ] Certificate(s) to:
Name:
- ----------------------------------------
(Please Print)
Address:
- --------------------------------------
- ------------------------------------------------
(Include Zip Code)
- ------------------------------------------------
(Employer Identification or Social Security Number)
4
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Signature(s) of Stockholder(s))
Dated:
- ------------------------------------, 2002
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
certificate(s) for the shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Capacity (Full Title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Daytime Area Code and Telephone Number:
- -----------------------------------------------------------
Employer Identification or Social Security Number:
- ----------------------------------------------------
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
(Please Print)
Name of Firm:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Daytime Area Code and Telephone Number:
- ------------------------------------------------------------
Dated:
- ------------------------------------, 2002
5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES
No signature guarantee is required on this letter of transmittal (a) if
this letter of transmittal is signed by the registered holder(s) (which term,
for purposes of this Instruction 1, includes any participant in the book-entry
transfer facility's system whose name appears on a security position listing as
the owner of the shares) of shares tendered herewith, unless such registered
holder(s) has completed either the box entitled "Special Payment Instructions"
or the box entitled "Special Delivery Instructions" on this letter of
transmittal or (b) if such shares are tendered for the account of a firm that is
a member in good standing of a recognized Medallion Program approved by the
Securities Transfer Association, Inc., including the Security Transfer Agents
Medallion Program, the New York Stock Exchange, Inc. Medallion Signature
Guarantee Program or the Stock Exchanges Medallion Program, or is otherwise an
"eligible guarantor institution," as that term is defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (each, an "eligible
institution"). In all other cases, all signatures on this letter of transmittal
must be guaranteed by an eligible institution. See Instruction 5.
2. REQUIREMENTS OF TENDER
This letter of transmittal is to be completed by stockholders either if
certificates are to be forwarded herewith or, unless an agent's message (as
defined below) is utilized, if delivery of shares is to be made pursuant to the
procedures for book-entry transfer set forth in section 2 of the Offer to
Purchase. For a stockholder validly to tender shares pursuant to the offer,
either (a) a letter of transmittal (or a facsimile thereof), 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 any other required
documents, must be received by the depositary at one of its addresses set forth
herein prior to the expiration date and either certificates for tendered shares
must be received by the depositary at one of such addresses or shares must be
delivered pursuant to the procedures for book-entry transfer set forth herein
(and a book-entry confirmation must be received by the depositary), in each case
prior to the expiration date, or (b) the tendering stockholder must comply with
the guaranteed delivery procedures set forth below and in section 2 of the Offer
to Purchase.
Stockholders whose certificates for shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
depositary or complete the procedures for book-entry transfer prior to the
expiration date may tender their shares by properly completing and duly
executing the notice of guaranteed delivery pursuant to the guaranteed delivery
procedures set forth in section 2 of the Offer to Purchase. Pursuant to such
procedures, (a) such tender must be made by or through an eligible institution,
(b) a properly completed and duly executed notice of guaranteed delivery,
substantially in the form provided by the Purchaser, must be received by the
depositary prior to the expiration date and (c) the certificates for all
tendered shares in proper form for transfer (or a book-entry confirmation with
respect to all such shares), together with a letter of transmittal (or 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 required documents, must be received by the depositary, in each case
within three trading days after the date of execution of such notice of
guaranteed delivery as provided in section 2 of the Offer to Purchase. A
"trading day" is any day on which the New York Stock Exchange is open for
business.
The term "agent's message" means a message transmitted by the book-entry
transfer facility to, and received by, the depositary and forming a part of a
book-entry confirmation, which states that such book-entry transfer facility has
received an express acknowledgment from the participant in the book-entry
transfer facility tendering the shares that such participant has received and
agrees to be bound by the terms of the letter of transmittal and that the
Purchaser may enforce such agreement against such participant.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT THE SOLE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE
DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
6
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. All tendering stockholders, by execution of
this letter of transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their shares for payment.
3. INADEQUATE SPACE
If the space provided herein is inadequate, the certificate numbers and/or
the number of shares should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER)
If fewer than all the shares represented by any certificate submitted to
the depositary are to be tendered, fill in the number of shares that are to be
tendered in the box entitled "Number of Shares Tendered." In any such case, new
certificate(s) for the remainder of the shares that were evidenced by the old
certificate(s) will be sent to the registered holder(s), unless otherwise
provided in the appropriate box on this letter of transmittal, as soon as
practicable after the acceptance for payment of, and payment for, the shares
tendered herewith. All shares represented by certificates delivered to the
depositary will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS
If this letter of transmittal is signed by the registered holder(s) of the
shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without any change whatsoever.
If any of the shares tendered hereby are owned of record by two or more
joint owners, all such persons must sign this letter of transmittal.
If any shares tendered hereby are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
letters of transmittal as there are different registrations of certificates.
If this letter of transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Purchaser of the authority of such person so to act must be submitted with
this letter of transmittal.
If this letter of transmittal is signed by the registered owner(s) of the
shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made, or certificates
for shares not tendered or accepted for payment are to be issued, to a person
other than the registered owner(s). Signatures on any such certificates or stock
powers must be guaranteed by an eligible institution.
If this letter of transmittal is signed by a person other than the
registered owner(s) of the shares tendered hereby, the certificate(s)
representing such shares must be properly endorsed for transfer or accompanied
by appropriate stock powers, in either case signed exactly as the name(s) of the
registered owner(s) appear(s) on the certificates(s). The signature(s) on any
such certificate(s) or stock power(s) must be guaranteed by an eligible
institution.
6. STOCK TRANSFER TAXES
The Purchaser will pay any stock transfer taxes with respect to the
transfer and sale of shares to it or its order pursuant to the offer. If,
however, payment of the purchase price is to be made to, or if shares not
tendered or accepted for payment are to be registered in the name of, any
person(s) other than the registered owner(s), or if shares tendered hereby are
registered in the name(s) of any person(s) other than the person(s) signing this
letter of transmittal, the amount of any stock transfer taxes (whether imposed
on the registered owner(s) or such person(s))
7
payable on account of the transfer to such person(s) will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted with this letter of transmittal.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this letter of
transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS
If a check is to be issued in the name of, and/or certificates for shares
not accepted for payment are to be returned to, a person other than the signer
of this letter of transmittal or if a check is to be sent and/or such
certificates are to be returned to a person other than the signer of this letter
of transmittal or to an address other than that shown above, the appropriate
boxes on this letter of transmittal should be completed.
8. WAIVER OF CONDITIONS
The Purchaser reserves the right, subject to the terms and conditions
contained in the Agreement dated as of March 17, 2002 among the Purchaser,
Santos Americas and Europe Corporation and Esenjay and to the applicable rules
and regulations of the SEC, to waive any of the specified conditions (other than
the Minimum Tender Condition (as defined in the Offer to Purchase)) of the
offer, in whole or in part, in the case of any shares tendered.
9. 30% BACKUP WITHHOLDING
In order to avoid backup withholding of U.S. federal income tax on payments
of cash pursuant to the offer, a stockholder surrendering shares in the offer
must, unless an exemption applies, provide the depositary with such
stockholder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 below in this letter of transmittal and certify under penalties of perjury
that such TIN is correct and that such stockholder is not subject to backup
withholding. If a stockholder does not provide such stockholder's correct TIN or
fails to provide the certifications described above, the Internal Revenue
Service (the "IRS") may impose a $50 penalty on such stockholder and payment of
cash to such stockholder pursuant to the offer may be subject to backup
withholding of 30%.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the U.S. federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the stockholder upon filing an
income tax return.
A tendering stockholder is required to give the depositary the TIN (i.e.,
social security number or employer identification number) of the record owner of
the shares being tendered. If the shares are held 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.
The box in part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in part 3 is checked,
the stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the depositary will
withhold 30% on all payments made prior to the time a properly certified TIN is
provided to the depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the depositary within 60 days.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the depositary, in order to avoid backup withholding. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
8
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES
Questions and requests for assistance or additional copies of the Offer to
Purchase, this letter of transmittal, the notice of guaranteed delivery and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be directed to the information agent at its address set forth on
the last page of this letter of transmittal.
11. LOST, DESTROYED OR STOLEN CERTIFICATES
If any certificate representing shares has been lost, destroyed or stolen,
the stockholder should promptly notify the information agent at the phone number
this letter of transmittal provides. The stockholder will then be instructed by
the information agent as to the steps that must be taken in order to replace the
certificate. This letter of transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES
MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH
CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH
THE PROCEDURES FOR GUARANTEED DELIVERY.
9
<Table>
- --------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK
- --------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT ------------------------------------
THE RIGHT AND CERTIFY BY SIGNING AND DATING Social Security Number(s)
FORM W-9 BELOW. OR
DEPARTMENT OF THE ------------------------------------
TREASURY Employer Identification
INTERNAL REVENUE Number(s)
SERVICE
------------------------------------------------------------------------------------------
PART 2 -- Certifications -- Under penalties of
PAYER'S REQUEST FOR perjury, I certify that: PART 3 --
TAXPAYER IDENTIFICATION (1) The number shown on this form is my correct Awaiting TIN
NUMBER ("TIN") Taxpayer Identification Number (or I am [ ]
waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because ---------------------------------------
(a) I am exempt from backup withholding or (b)
I have not been notified by the Internal PART 4 --
Revenue Service (the "IRS") that I am subject Exempt TIN
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) in Part 2 above if you have been
notified by the IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax returns. However, if after being notified by the IRS
that you were subject to backup withholding you received another notification from the IRS
stating you are no longer subject to backup withholding, do not cross out such item (2).
If you are exempt from backup withholding, check the box in Part 4.
- --------------------------------------------------------------------------------------------------------------------
Signature:
------------------------------------------------------------------------------------------------------------------- Date:
- --------------------------------------------------------------------------------------------------------------------------,
2002
Name (Please Print):
-------------------------------------------------------------------------------------------------------------------
Address (Please Print):
-------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 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 W-9 FOR ADDITIONAL INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me and that 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 depositary by the
time of payment, 30% of all reportable payments made to me will be withheld.
Signature:
- --------------------------------------------------------- Date:
- ------------------------, 2002
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The letter of transmittal, certificates for shares and any other required
documents should be sent or delivered by each stockholder of Esenjay or such
stockholder's broker, dealer, commercial bank, trust company or other nominee to
the depositary at one of its addresses set forth below.
The Depositary for the Offer is:
THE BANK OF NEW YORK
<Table>
<Caption>
By Facsimile Transmission:
By Mail: (For Eligible Institutions Only) By Hand or Overnight Delivery:
Reorganization Services (973) 247-4077 Reorganization Services
P.O. Box 11248 One Wall Street
Church Street Station Third Floor
New York, New York 10286-1248 New York, New York 10286
To Confirm Facsimile
Transmissions:
(For Eligible Institutions Only)
(973) 247-4075
</Table>
Questions and requests for assistance may be directed to the dealer manager
or the information agent at their respective addresses set forth below.
Additional copies of the Offer to Purchase, this letter of transmittal and the
notice of guaranteed delivery may be obtained from the information agent. 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:
[MACKENZIE PARTNERS, INC. LOGO]
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
E-mail: proxy@mackenziepartners.com
or
Call Toll-Free (800) 322-2885
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
Four World Financial Center
New York, New York 10080
(866) 276-1462 (Toll-Free)
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