LETTER OF TRANSMITTAL
To Tender all Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
Burns International Services Corporation
Pursuant to the Offer to Purchase
Dated August 7, 2000
by
Securitas Acquisition Corporation
an indirect wholly owned subsidiary
of
Securitas AB
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 1, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
The Bank of New York
By Mail: By Facsimile By Hand or Overnight
Transmission: Delivery:
Tender & Exchange (for Eligible Tender & Exchange
Department Institutions Only) Department
P.O. Box 11248 (212) 815-6213 101 Barclay Street
Church Street Station Receive and Deliver
Windows
New York, New York 10286- For Confirmation Phone:
1248 New York, NY 10286
(212) 815-6156
This Letter of Transmittal is to be completed by stockholders of Burns
International Services Corporation either if Share Certificates evidencing
Shares (as defined below) are to be forwarded herewith or, unless an Agent's
Message (as defined in Instruction 2 below) is utilized, if delivery of Shares
is 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 3 of the Offer to Purchase). Stockholders
who deliver Shares by book-entry transfer are referred to herein as "Book-
Entry Stockholders" and other stockholders who deliver Shares are referred to
herein as "Certificate Stockholders." Delivery of documents to the Book-Entry
transfer facility will not constitute delivery to the Depositary.
DESCRIPTION OF SHARES TENDERED
Name(s) and
Address(es) of
Registered
Holder(s)
(Please fill Tendered
in, if blank, Certificate(s)
exactly as (Attach
name(s) additional
appear(s) on signed list if
Certificate(s)) necessary)
Total Number
of Shares
Evidenced by Number
Share Certificate Share of Shares
Number(s)* Certificate(s)* Tendered**
-----------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
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.
IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST
OR DESTROYED, SEE INSTRUCTION 11.
Number of Shares represented by the lost or
destroyed certificates: _____________________________
Stockholders whose Share Certificates evidencing Shares are not immediately
available or who cannot deliver either the certificates for, or a Book-Entry
Confirmation (as defined in Section 3 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 pursuant to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE DEPOSITARY'S ACCOUNT AT 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 SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owners(s): _________________________________________
Window Ticket Number (if any): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: ______________________
Name of Institution that Guaranteed Delivery: ____________________________
If delivered by Book-Entry Transfer, give the following information:
Account Number: ________________________________________________________
Transaction Code Number: _______________________________________________
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. THE INSTRUCTIONS CONTAINED
WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER
OF TRANSMITTAL IS COMPLETED.
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Ladies and Gentlemen:
The undersigned hereby tenders to Securitas Acquisition Corporation, a
Delaware corporation ("Purchaser"), and an indirect wholly owned subsidiary of
Securitas AB, a joint stock company organized under the laws of Sweden
("Securitas"), the above described shares of Common Stock, par value $ 0.01
per share (the "Company Common Stock"), including the associated rights to
purchase Series A Participating Cumulative Preferred Stock, issued under the
Rights Agreement (as defined in Section 1.2 of the Agreement and Plan of
Merger) (the "Rights" and together with the Company Common Stock, the
"Shares"), of Burns International Services Corporation, a Delaware corporation
(the "Company"), at a price of $21.50 per share of Company Common Stock or
such higher price as may be paid in the Offer (the "Per Share Amount"), net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated August 7, 2000, 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 Offer is being
made pursuant to an Agreement and Plan of Merger, dated as of August 3, 2000
(the "Merger Agreement"), by and between the Company, Purchaser and Securitas.
The undersigned understands that Purchaser reserves the right to transfer or
assign, in whole at any time, or in part from time to time, to one or more of
its affiliates, the right to purchase all or any portion of Shares tendered
pursuant to the Offer, but any such transfer or assignment will not relieve
Purchaser of its obligations under the Offer and will in no way prejudice the
rights of tendering stockholders to receive payment for Shares validly
tendered and accepted for payment pursuant to the Offer. Receipt of the Offer
is hereby acknowledged.
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), subject
to, and effective upon, acceptance for payment of, and payment for, Shares
tendered herewith, in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to or upon the order of, Purchaser all
right, title and interest in and to all Shares that are being tendered hereby
and any and all non-cash dividends, distributions, rights, other Shares or
other securities issued or issuable in respect thereof on or after August 3,
2000 (collectively, "Distributions") and irrevocably constitutes and 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 transfer ownership of such Shares and
all Distributions 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 Purchaser, (ii) present
such Shares and all Distributions for transfer on the books of the Company,
and (iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares and all Distributions, all in accordance with the
terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Purchaser and Securitas in their respective capacities as officers of
Purchaser, and any individual who shall thereafter succeed to any such office
of Purchaser, and each of them, 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 such attorney-in-fact
and proxy or his substitute shall in his sole discretion deem proper and
otherwise act (by written consent or otherwise) with respect to, all of the
Shares and all Distributions tendered hereby and accepted for payment by
Purchaser. This appointment will be effective if and when, and only to the
extent that, Purchaser accepts such Shares for payment pursuant to the Offer.
This power of attorney and proxy is coupled with an interest in Shares
tendered, is irrevocable and is granted in consideration of, and is effective
upon, the acceptance for payment of such Shares by Purchaser in accordance
with the terms of the Offer. Such acceptance for payment shall, without
further action, revoke any prior powers of attorney and proxies granted by the
undersigned at any time with respect to such Shares and all Distributions, and
no subsequent powers of attorney, proxies, consents or revocations may be
given by the undersigned with respect thereto (and, if given, will not be
deemed effective). Purchaser reserves the right to require that, in order for
Shares or other securities to be deemed validly tendered, immediately upon
Purchaser's acceptance for payment of the Shares, Purchaser must be able to
exercise full voting, consent and other rights with respect to the Shares (and
any and all Distributions), including, without limitation, voting at any
meeting of the Company's stockholders.
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 all Distributions, and that when such Shares are accepted for
payment by Purchaser, Purchaser will acquire good, marketable and unencumbered
title thereto and to all Distributions, free and clear of
3
all liens, restrictions, charges and encumbrances, and such Shares will not be
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or Purchaser 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 Purchaser all
Distributions in respect of Shares tendered hereby, accompanied by appropriate
documentation of transfer, and, pending such remittance and transfer or
appropriate assurance thereof, Purchaser 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 Purchaser in its
sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned. Any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable. See Section 4 of the Offer to Purchase.
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. Purchaser's acceptance of such Shares for
payment will constitute a binding agreement between the undersigned and
Purchaser 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). Without limiting the foregoing, if the price to be
paid in the Offer is amended in accordance with the terms of the Merger
Agreement, the price to be paid to the undersigned will be the amended price
notwithstanding the fact that a different price is stated in this Letter of
Transmittal. The undersigned recognizes that, under certain circumstances set
forth in the Offer to Purchase, Purchaser may not be required to accept for
payment any of the Shares tendered hereby.
Unless otherwise indicated under "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 for
such Shares not tendered or not accepted for payment (and any 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 (and any accompanying
documents, as appropriate) 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 Purchaser has no obligation,
pursuant to the Special Payment Instructions, to transfer any Shares from the
name of the registered holder(s) thereof if Purchaser does not accept for
payment any Shares so tendered.
[_] CHECK HERE IF ANY SHARE CERTIFICATES EVIDENCING SHARES THAT YOU OWN HAVE
BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.
Number of Shares evidenced by lost, destroyed or
stolen Share Certificates:_______________________________
4
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if Share
Certificates evidencing Shares not
tendered or not purchased and the
check for the purchase price of
Shares accepted for payment are to
be issued in the name of someone
other than the undersigned, or if
the Shares tendered hereby and
delivered by Book-Entry transfer
that are not accepted for payment
are to be returned by credit to an
account maintained at a Book-Entry
Transfer Facility other than the
account indicated above.
Issue Check and Share
Certificate(s) to:
Name: ______________________________
(Please Print)
Address: ___________________________
____________________________________
____________________________________
(Zip Code)
____________________________________
(Tax Identification or Social Security No.)
(See Substitute Form W-9 included herein)
Account Number: ____________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if Share
Certificates evidencing Shares not
tendered or not accepted for
payment and the check for 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 shown under
"Description of Shares Tendered".
Mail Check and Share Certificate(s)
to:
Name: ______________________________
(Please Print)
Address: ___________________________
____________________________________
____________________________________
(Zip Code)
____________________________________
(See Substitute Form W-9 included herein)
5
STOCKHOLDERS: SIGN HERE
(Please Complete Substitute Form W-9 Below)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Signature(s) of Stockholder(s)
Dated: _____________________,
2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share Certificates or on a security position listing or by person(s)
authorized to become registered holder(s) by Share Certificates and documents
transmitted herewith. If signature is by 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)
Name of Firm: ________________________________________________________________
Capacity (full title): _______________________________________________________
(See Instruction 5)
Address: _____________________________________________________________________
------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number: ______________________________________________
Taxpayer Identification or Social Security Number: ___________________________
------------------------------------------------------------------------------
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 And 5)
Authorized Signature: ________________________________________________________
Name(s): _____________________________________________________________________
(Please Print)
Title: _______________________________________________________________________
Name of Firm: ________________________________________________________________
Address: _____________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: ______________________________________________
Dated: _________________, 2000
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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) of Shares (which term, for purposes of this Section,
includes any participant in any of the Book-Entry Transfer Facility's systems
whose name appears on a security position listing as the owner 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 financial institution (including most commercial
banks, savings and loan associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program (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. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be completed by
stockholders of the Company either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if delivery of Shares is
to be made by book-entry transfer pursuant to the procedures set forth herein
and in Section 3 of the Offer to Purchase. For a stockholder to validly tender
Shares pursuant to the Offer, either (a) a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees or an Agent's Message (in connection with book-
entry transfer) 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 (i) Share Certificates for tendered Shares must be received by
the Depositary at one of such addresses prior to the Expiration Date or (ii)
Shares must be delivered pursuant to the procedures for book-entry transfer
set forth herein and in Section 3 of the Offer to Purchase and a Book-Entry
Confirmation must be received by the Depositary prior to the Expiration Date
or (b) the tendering stockholder must comply with the guaranteed delivery
procedures set forth herein and in Section 3 of the Offer to Purchase.
Stockholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other required documents to
the Depositary prior to the Expiration Date or who cannot comply with the
book-entry transfer procedures on a timely basis may tender their Shares by
properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth herein and in Section
3 of the Offer to Purchase.
Pursuant to such guaranteed delivery procedures, (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 provided by
Purchaser, must be received by the Depositary prior to the Expiration Date and
(iii) the Share Certificates evidencing all tendered Shares, in proper form
for transfer (or a Book-Entry Confirmation with respect to all tendered
Shares), together with a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), 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 within three New York
Stock Exchange trading days after the date of execution of such Notice of
Guaranteed Delivery.
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 such Book-Entry
Transfer Facility tendering the Shares which are the subject of the Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that Purchaser may enforce such
agreement against the participant.
The signatures on this Letter of Transmittal cover the Shares tendered
hereby.
The method of delivery of Share Certificates evidencing Shares, this Letter
of Transmittal and all other required documents, including delivery through
the Book-Entry Transfer Facility, is at the election and sole risk of the
tendering stockholder. The 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). 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.
7
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering stockholders, by executing
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the Share
Certificate numbers evidencing such Shares should be listed on a separate
signed schedule attached hereto.
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 any such case, new Share Certificate(s) evidencing the remainder
of the Shares that were evidenced by the Share Certificates delivered to the
Depositary herewith will be sent to the registered holder(s), unless otherwise
provided in the box entitled "Special Delivery Instructions" on this Letter of
Transmittal, 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 joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
Share Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of Share
Certificates.
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 Purchaser of the authority of such person so
to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment 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). Signatures on any
such Share 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 holder(s) of the Shares evidenced by Share Certificates listed and
transmitted hereby, the Share Certificates 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 the Share Certificates. Signatures on any
such Share Certificates or stock powers must be guaranteed by an Eligible
Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
Purchaser will pay all stock transfer taxes with respect to the transfer and
sale 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 if
Share Certificates 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 this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s) or such other person) 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
Purchaser of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificates evidencing the
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 Certificates evidencing Shares not accepted for payment or not tendered
are to be
8
issued in the name of and/or returned to, a person other than the signer(s) of
this Letter of Transmittal, or if a check is to be sent and/or such Share
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 in the above box
entitled "Description of Shares Tendered", the appropriate boxes on this
Letter of Transmittal should be completed. Any stockholder(s) delivering
Shares by book-entry transfer may request that Shares not purchased be
credited to such account maintained at the Book-Entry Transfer Facility as
such stockholder(s) may designate in the box entitled "Special Payment
Instructions." If no such instructions are given, any such Shares not
purchased will be returned by crediting the account at the Book-Entry Transfer
Facility designated above as the account from which such Shares were
delivered.
8. Questions and 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 and phone number set forth
below, or from brokers, dealers, commercial banks or trust companies.
9. Waiver of Conditions. Subject to the Merger Agreement, Purchaser reserves
the absolute right in its sole discretion to waive, at any time or from time
to time, any of the specified conditions of the Offer, in whole or in part, in
the case of any Shares tendered.
10. Backup Withholding; Substitute Form W-9. In order to avoid "backup
withholding" of 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 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 of federal
income tax.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the Internal Revenue Service. If backup
withholding results in an overpayment of tax, a refund can be obtained by the
stockholder upon filing an income tax return.
The 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. 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 31% 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, most 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.
11. Lost, Destroyed or Stolen Share Certificates. If any Share
Certificate(s) evidencing Shares has been lost, destroyed or stolen, the
stockholder should promptly notify the Depositary by checking the box
immediately preceding the special payment/special delivery instructions and
indicate the number of Shares lost. 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.
9
IMPORTANT: This letter of transmittal (or facsimile hereof) together with
any required signature guarantees, or, in the case of a book-entry transfer,
an Agent's Message, and any other required documents, must be received by the
Depositary prior to the Expiration Date 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.
10
IMPORTANT TAX INFORMATION
Under Federal income tax laws, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
such stockholder's correct taxpayer identification number ("TIN") on
Substitute Form W-9 below. If such stockholder is an individual, the TIN is
his social security number. If a tendering stockholder is subject to backup
withholding, such stockholder must cross out item (2) Part 2 of the
Certification box on the Substitute Form W-9. If the Depositary is not
provided with the correct TIN, the stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made
to such stockholder with respect to Shares purchased pursuant to the Offer may
be subject to backup withholding.
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, that individual must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Depositary. Exempt stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below, and sign, date and return the Substitute Form W-9
to the Depositary. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
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 contained herein certifying that the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a
taxpayer identification number).
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 owner of the
Shares tendered hereby. If the 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, such stockholder should write "Applied For" in
the space provided for in the TIN in Part 1, 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 until a TIN is provided to the Depositary.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYER'S NAME: THE BANK OF NEW YORK
- -------------------------------------------------------------------------------
Part 1--Taxpayer
SUBSTITUTE Identification Number--For
Form W-9 all accounts, enter your Social Security Number
(See Instruction) taxpayer identification or
number in the box at right Employer
(for most individuals, this Identification Number
is your social security
number. If you do not have
a number, see "Obtaining a
Number" in the enclosed
Guidelines). 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.
Please fill in
your name
and address below -----------------------
---------------------
Name Part 3--
--------------------- (2) I am not subject to backup Awaiting TIN [_]
Address (number and withholding because (i) I am
street) exempt from backup withholding, ------------------
--------------------- or (ii) I have not been notified
(City, State and Zip by the Internal Revenue Service Part 4--For Payee
Code) ("IRS") that I am subject to Exempt from
backup withholding as a result of Backup
failure to report all interest or Withholding
dividends or (iii) the IRS has Exempt
notified me that I am no longer
subject to backup withholding.
Department of the
Treasury
Internal Revenue
Service
(1) the number shown on this form
is my correct Taxpayer
Identification Number (or I am
waiting for a number to be issued
to me) and
Part 2--Certification--Under [_]
penalties of perjury, I certify
that:
Payer's Request for --------------------------------------------------------
Taxpayer Certification instructions--You must cross out Item
Identification (2) in Part 2 above if you have been notified by the
Number (TIN) IRS that you are currently subject to backup
withholding because of under reporting 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 stating that you are no longer subject to
backup withholding, do not cross out Item (2). If you
are exempt from backup withholding, check the box in
Part 4 above.
--------------------------------------------------------
SIGNATURE DATE _____________, 2000
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (i) 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
(ii) 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, 31% of all reportable payments made to me
thereafter will be withheld, but that such amounts will be refunded to me if
I provide a certified Taxpayer Identification Number to the Depositary within
60 days.
Signature: ____________Date: ___________________________,_2000________________________________
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Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent at its address and telephone number set
forth below:
THE INFORMATION AGENT FOR THE OFFER IS:
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL FREE (800) 322-2885
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