Exhibit (a)(1)(B)
-----------------
Letter of Transmittal
to
Tender Shares of Common Stock
of
National Discount Brokers Group, Inc.
Pursuant to the Offer to Purchase Dated October 24, 2000
by
Deutsche Acquisition Corp.
an indirect wholly owned subsidiary of
Deutsche Bank AG
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, NOVEMBER 21, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
By Overnight Courier: By Mail: By Hand:
Reorganization Department Reorganization Department Reorganization Department
85 Challenger Road P.O. Box 3301 120 Broadway
Mail Stop--Reorg. South Hackensack, NJ 07606 13th Floor
Ridgefield Park, NJ 07660 New York, NY 10271
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL WHERE INDICATED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND
COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank,
exactly as Share Certificate(s) and Share(s) Tendered
name(s) appear on certificate(s)) (Attach additional signed list, if necessary)
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Total Number of
Shares
Represented by Number
Share Certificate Share of Shares
Number(s)* Certificate(s)* Tendered**
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--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
Total Certs.
Shares Tendered
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Total Book
Shares Tendered
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Total Shares
Tendered
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* This information is not required if tender is made by book-entry
transfer.
** If you desire to tender fewer than all Shares represented by a
certificate listed above, please indicate in this column the number of
Shares you wish to tender. Otherwise, all Shares represented by such
certificate will be deemed to have been tendered. See Instruction 4.
[_]CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 9.
Number of Shares represented by the lost or destroyed certificates:
This Letter of Transmittal is to be completed by stockholders of National
Discount Brokers Group, Inc., a Delaware corporation, either if certificates
("Share Certificates") representing shares of common stock, par value $.01 per
share ("Shares"), 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 ChaseMellon
Shareholder Services, L.L.C. (the "Depositary") at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in Section 3, "Procedures for Tendering Shares," of the Offer to
Purchase dated October 24, 2000 (the "Offer to Purchase"). Delivery of
documents to the Book-Entry Transfer Facility in accordance with the Book-
Entry Transfer Facility's procedures does not constitute delivery to the
Depositary.
Stockholders whose Share Certificates are not immediately available or
who cannot deliver their Share Certificates and all other required documents
to the Depositary on or prior to the expiration date of the Offer or who are
unable to complete the procedure for book-entry transfer prior to the
expiration date of the Offer may nevertheless tender their Shares pursuant to
the guaranteed delivery procedures set forth in Section 3, "Procedures for
Tendering Shares," in the Offer to Purchase. See Instruction 2 below.
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
[_CHECK]HERE IF 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:
Name of Tendering Institution: ____________________________________________
Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________________
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[_CHECK]HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s): __________________________________________
Window Ticket Number (if any): ____________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Eligible Institution that Guaranteed Delivery: ____________________
If Delivered by Book Entry Transfer to the Book-Entry Transfer Facility,
check box: [_]
Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________________
PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY
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Ladies and Gentlemen:
The undersigned hereby tenders to Deutsche Acquisition Corp., a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of Deutsche
Bank AG, a banking company with limited liability organized under the laws of
the Federal Republic of Germany ("Parent"), the above-described shares of
common stock, par value $.01 per share ("Shares"), of National Discount
Brokers Group, Inc., a Delaware corporation (the "Company"), pursuant to
Purchaser's offer to purchase all outstanding Shares at $49.00 per Share, net
to the seller in cash (less any required withholding taxes), without interest
thereon, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated October 24, 2000 (the "Offer to Purchase"), and in this
letter of transmittal (the "Letter of Transmittal," which together with the
Offer to Purchase, as amended or supplemented from time to time, collectively
constitute the "Offer"). The Offer is being made pursuant to the Agreement and
Plan of Merger, dated as of October 11, 2000, as amended, by and among Parent,
Purchaser and the Company. Receipt of the Offer is hereby acknowledged.
Subject to, and effective upon, acceptance for payment of 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, Purchaser all
right, title and interest in and to all the Shares that are being tendered
hereby and all dividends, distributions (including, without limitation,
distributions of additional Shares) and rights declared, paid or distributed
in respect of such Shares on or after October 24, 2000 (collectively,
"Distributions"), and irrevocably appoints ChaseMellon Shareholder Services,
L.L.C. (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 certificates
representing Shares ("Share Certificates") 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 either 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.
The undersigned hereby irrevocably appoints each of Kevin E. Parker and
Thomas Curtis, in their respective capacities as officers of Purchaser, as
agent, attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to vote in such manner as such attorney and proxy or his or her
substitute shall, in his or her sole discretion, deem proper and otherwise act
(by written consent or otherwise) with respect to all the Shares tendered
herewith and which have been accepted for payment by Purchaser prior to the
time of such vote or other action and all Shares and other securities issued
in Distributions in respect of such Shares which the undersigned is entitled
to vote at any meeting of stockholders of the Company (whether annual or
special and whether or not an adjourned or postponed meeting) or consent in
lieu of any such meeting or otherwise. This proxy and power of attorney is
coupled with an interest in the Shares tendered herewith, 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 revoke all other proxies and powers of
attorney granted by the undersigned at any time with respect to such Shares
(and all Shares and other securities issued in Distributions in respect of
such Shares), and no subsequent proxy or power of attorney shall be given or
written consent executed (and, if given or executed, shall not be effective)
by the undersigned with respect thereto. The undersigned understands that, in
order for Shares to be deemed validly tendered, immediately upon Purchaser's
acceptance of such Shares for payment, Purchaser or its designee must be able
to exercise full voting, consent and other rights with respect to such Shares
and other securities, 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 herewith 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 all
liens, restrictions, charges and encumbrances, and that none of such Shares or
Distributions will be subject to any adverse claim. The undersigned, upon
request, shall execute and
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deliver all additional documents deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered herewith 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 the Shares tendered hereby and
accepted for payment, 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 the Shares tendered
hereby and accepted for payment, or deduct from such purchase price, the
amount or value of such Distribution as determined by Purchaser in its sole
discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable. See Section 4, "Withdrawal Rights," in the Offer to Purchase.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3, "Procedures for Tendering Shares," 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. Without limiting the foregoing, if the price to be
paid in the Offer is amended in accordance with the Offer, 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 herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates not purchased or not tendered, in
the name(s) of the registered holder(s) appearing above in the box entitled
"Description of Shares Tendered." Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions," please mail the check for the
purchase price of all Shares purchased and all Share Certificates not tendered
or not purchased (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above in the box entitled
"Description of Shares Tendered." In the event that the boxes 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 not purchased or not tendered in
the name(s) of, and mail such check and Share Certificates to, the person(s)
so indicated. Unless otherwise indicated herein in the box entitled "Special
Payment Instructions," please credit any Shares tendered hereby and delivered
by book-entry transfer, but which are not purchased, 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 purchase any of the Shares tendered herewith.
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 the 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.
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SPECIAL PAYMENT INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS
Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if Share To be completed ONLY if Share
Certificates not tendered or not Certificates not tendered or not
purchased and/or the check for purchased and/or the check for
the purchase price of the Shares the purchase price of the Shares
purchased are to be issued in the purchased are to be sent to some-
name of and sent to someone other one other than the undersigned,
than the undersigned, or if or to the undersigned at an ad-
Shares tendered by book-entry dress other than that shown
transfer which are not purchased above.
are to be returned by credit to
an account maintained at the Mail[_] Check and/or
Book-Entry Transfer Facility [_] Certificate(s) to:
other than the account indicated
above. Name______________________________
(Please Print)
Issue[_] Check and/or
[_] Certificate(s) to: Address __________________________
Name _____________________________ ----------------------------------
(Please Print) ----------------------------------
Address __________________________ __________________________________
(Include Zip Code)
----------------------------------
__________________________________
---------------------------------- (Taxpayer Identification or
Social Security Number)
---------------------------------- (Also complete Substitute Form W-
(Include Zip Code) 9 below)
__________________________________
(Taxpayer Identification or
Social Security Number)
(Also complete Substitute Form W-
9 below)
[_Credit]unpurchased Shares
tendered by book-entry transfer
to the Book-Entry Transfer
Facility account set forth
below:
__________________________________
(Account Number)
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SIGN HERE
(and please complete Substitute Form W-9 )
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(Signature(s) of Owner(s))
Dated: ______, 2000
(Must be signed by registered holder(s) exactly as
name(s) appear(s) on Share Certificate(s) or on a
security position listing or by person(s) authorized
to become registered holder(s) of Share Certificate(s)
and documents transmitted herewith. If signature is by
an officer on behalf of a corporation or by an
executor, administrator, trustee, guardian, attorney-
in-fact, agent or other person acting in a fiduciary
or representative capacity, please provide the
following information. See Instructions 1 and 5.)
Name(s)________________________________________________
_______________________________________________________
(Please Print)
Capacity (Full Title) _________________________________
(See Instructions)
Address________________________________________________
_______________________________________________________
(Include Zip Code)
Area Code and Telephone Number ________________________
Taxpayer Identification or
Social Security Number ________________________________
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(If required--See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Authorized Signature(s) _______________________________
Name (Please Print) ___________________________________
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
To complete the Letter of Transmittal, you must do the following:
. Fill in the box entitled "Description of Shares Tendered."
. Sign and date the Letter of Transmittal in the box entitled "Sign Here."
. Fill in and sign in the box entitled "Substitute Form W-9."
In completing the Letter of Transmittal, you may (but are not required
to) also do the following:
. If you want the payment for any Shares purchased issued in the name of
another person, complete the box entitled "Special Payment
Instructions."
. If you want any certificate for Shares not tendered or Shares not
purchased issued in the name of another person, complete the box
entitled "Special Payment Instructions."
. If you want any payment for Shares or certificate for Shares not
tendered or purchased delivered to an address other than that appearing
in the box entitled "Description of Shares Tendered," complete the box
entitled "Special Delivery Instructions."
If you complete the box entitled "Special Payment Instructions" or
"Special Delivery Instructions," you must have your signature guaranteed by an
Eligible Institution (as defined in Instruction 1 below) unless the Letter of
Transmittal is signed by an Eligible Institution.
1. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of this document,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) tendered
herewith, unless such holder has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on
this Letter of Transmittal, or (ii) if such Shares are tendered for the
account of a firm that is a member in good standing of the Security Transfer
Agent's Medallion Program, the New York Stock Exchange Medallion Signature
Program or the Stock Exchange Medallion Program or by any other "eligible
guarantor institution," as such term is defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (each being hereinafter referred
to as 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. This Letter
of Transmittal is to be used either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message (as defined below) is used, if Shares
are to be delivered by book-entry transfer pursuant to the procedure set forth
in Section 3, "Procedures for Tendering Shares," of the Offer to Purchase.
Share Certificates representing all physically tendered Shares, or
confirmation of a book-entry transfer, if such procedure is available, into
the Depositary's account at the Book-Entry Transfer Facility ("Book-Entry
Confirmation") of all Shares delivered by book-entry transfer together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), or an Agent's Message in the case of book-entry transfer, and any
other documents required by this Letter of Transmittal, must be received by
the Depositary at one of its addresses set forth herein prior to the
expiration of the Offer. If Share Certificates are forwarded to the Depositary
in multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery.
Stockholders whose Share Certificates are not immediately available, who
cannot deliver their Share Certificates and all other required documents to
the Depositary before the expiration of the Offer or who cannot complete the
procedure for delivery by book-entry transfer on a timely basis may tender
their Shares pursuant to the guaranteed delivery procedure described in
Section 3, "Procedures for Tendering Shares," of the Offer to Purchase.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by Purchaser,
must be received by the Depositary on or before the expiration date of the
Offer; and (iii) the Share Certificates representing all physically delivered
Shares in proper form for
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transfer by delivery, or Book-Entry Confirmation of all Shares delivered by
book-entry transfer, in each case together with a Letter of Transmittal (or
manually signed facsimile thereof), properly completed and duly executed, with
any required signature guarantees (or, in the case of a book-entry transfer,
an Agent's Message), and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three trading days
after the date of execution of such Notice of Guaranteed Delivery, all as
described in Section 3, "Procedures for Tendering Shares," of the Offer to
Purchase.
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
the Book-Entry Confirmation, which states that the 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 this Letter of Transmittal and agrees to be bound by the terms of
this Letter of Transmittal and that Purchaser may enforce such agreement
against such participant.
The method of delivery of this Letter of Transmittal, Share Certificates
and all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and risk of the tendering stockholder, and
the delivery will be deemed made only when actually received by the Depositary
(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.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of
Transmittal (or facsimile hereof), all tendering stockholders waive any right
to receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers, the number of Shares
represented by such Share Certificates and the number of Shares tendered
should be listed on a separate signed schedule and attached hereto.
4. Partial Tenders (Not Applicable to Shareholders who Tender by Book-
Entry Transfer). If fewer than all the Shares represented by any Share
Certificate delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares which are to be tendered in the box entitled
"Number of Shares Tendered." In such cases, a new certificate representing the
remainder of the Shares that were represented by the Share Certificates
delivered to the Depositary herewith will be sent to each person signing this
Letter of Transmittal, unless otherwise provided in the box entitled "Special
Delivery Instructions" herein, as soon as practicable after the expiration or
termination of the Offer. All Shares represented 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 the 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 Share tendered hereby is owned of record by two or more persons,
all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, no endorsements of Share Certificates or separate
stock powers are required, unless payment is to be made to, or Share
Certificates not tendered or not purchased are to be issued in the name of, a
person other than the registered holder(s), in which case, the Share
Certificate(s) representing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
representing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s). Signatures on
such Share Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
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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 Purchaser of such person's authority to so act must be
submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or
Share Certificate(s) representing Shares not tendered or accepted for payment
are to be issued in the name of, a person other than the registered holder(s),
the amount of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of the transfer
to such other person will be deducted from the purchase price of such Shares
purchased, unless evidence satisfactory to 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 representing the
Shares tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares tendered herewith is to be issued, or Share Certificate
(s) representing Shares not tendered or not purchased are to be issued, in the
name of a person other than the person(s) signing this Letter of Transmittal
or if such check or any such Share Certificate is to be sent to someone other
than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal but at an address other than that shown in
the box entitled "Description of Shares Tendered" herein, the appropriate
boxes in this Letter of Transmittal must be completed. Stockholders delivering
Shares tendered herewith by book-entry transfer may request that Shares not
purchased be credited to the account maintained at the Book-Entry Transfer
Facility that such stockholder designates in the box entitled "Special Payment
Instructions" herein. If no such instructions are given, all such Shares not
purchased will be returned by crediting the same account at the Book-Entry
Transfer Facility from which such Shares were delivered.
8. Waiver of Conditions. Subject to the terms and conditions of the
Merger Agreement, the conditions of the Offer may be waived, in whole or in
part, by, Purchaser, in its sole discretion, at any time and from time to
time, in the case of any Shares tendered. See Section 12 of the Offer to
Purchase.
9. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly contact American Stock Transfer & Trust Company, which is the
Company's transfer agent, and the Depositary, by calling (800) 937-5449. The
stockholder will then be instructed as to the steps that must be taken in
order to replace the certificate(s). This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost,
destroyed or stolen certificates have been followed.
10. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent or the
Dealer Manager at their respective addresses or telephone numbers set forth
below. 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 obtained from the
Information Agent or the Dealer Manager or from brokers, dealers, commercial
banks or trust companies.
11. Substitute Form W-9. Each tendering stockholder is required to
provide the Depositary with a correct Taxpayer Identification Number ("TIN")
on the Substitute Form W-9 which is provided under "Important Tax Information"
below, and to certify, under penalties of perjury, that such number is correct
and that such stockholder is not subject to backup withholding of Federal
income tax. If a tendering stockholder has been notified by the Internal
Revenue Service that such stockholder is subject to backup withholding, such
stockholder must cross out item (2) of the Certification box of the Substitute
Form W-9, unless such stockholder has since been notified by the Internal
Revenue Service that such stockholder is no longer subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the tendering stockholder to a $50 penalty imposed by the Internal
Revenue Service and to 31% Federal income tax withholding on the payment of
the purchase price of all Shares purchased from such stockholder. If the
tendering stockholder has not
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been issued a TIN and has applied for one or intends to apply for one in the
near future, such stockholder should write "Applied For" in the space provided
for the TIN in Part I of the Substitute Form W-9, and sign and date the
Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification
Number. If "Applied For" is written in Part I and the Depositary is not
provided with a TIN within 60 days, the Depositary will withhold 31% on all
payments of the purchase price to such stockholder until a TIN is provided to
the Depositary.
12. Non-United States Holders. Non-United States holders must submit a
completed IRS Form W-8 or Form W-8BEN in order to qualify as an exempt
recipient and to be exempt from the 31% Federal income tax backup withholding.
IRS Form W-8 or Form W-8BEN may be obtained by contacting the Depositary at
one of the addresses on the face of this Letter of Transmittal.
IMPORTANT: This Letter of Transmittal (or manually signed facsimile
thereof), together with any required signature guarantees, or, in the case of
a book-entry transfer, an Agent's Message, and any other required documents,
and either Share Certificates for tendered Shares or confirmation of book-
entry transfer must be received by the Depositary, in each case prior to the
expiration of the Offer, which is 12:00 midnight, New York City time, on
Tuesday, November 21, 2000 (unless otherwise extended), or the tendering
stockholder must comply with the procedures for guaranteed delivery.
10
IMPORTANT TAX INFORMATION
Under the Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payer)
with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If the Depositary is not provided with the correct TIN, the
stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service and payments that are made to such stockholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and
certain non-U.S. individuals) are not subject to these backup withholding and
reporting requirements. In order for a non-U.S. individual to qualify as an
exempt recipient, such individual must submit a Form W-8, signed under
penalties of perjury, attesting to such individual's exempt status. A Form W-8
can be obtained from the Depositary. Exempt stockholders should furnish their
TIN, check the box and write "Exempt" in Part II of the Substitute Form W-9,
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. A stockholder should consult
his or her tax advisor as to such stockholder's qualification for an exemption
from backup withholding and the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the Federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained 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 below certifying that (a) the TIN provided on Substitute
Form W-9 is correct (or that such stockholder is awaiting a TIN) and (b) that
(i) such stockholder has not been notified by the Internal Revenue Service
that such stockholder is subject to backup withholding as a result of a
failure to report all interest or dividends or (ii) the Internal Revenue
Service has notified such stockholder that such stockholder is no longer
subject to backup withholding.
What Number to Give the Depositary
The stockholder is required to give the Depositary the social security
number or employer identification number of the record holder 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, the stockholder should write "Applied For" in the space provided for
the TIN in Part I, and sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31% of all payments of the purchase price
to such stockholder until a TIN is provided to the Depositary.
11
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
(See Instruction 11)
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS DEPOSITARY
SUBSTITUTE Part 1 -- Taxpayer
Form W-9 Identification Number--
Please provide your TIN in
the box at right and
certify by signing and
dating below. If awaiting
TIN, write "Applied For."
----------------------
Social Security Number
OR
----------------------
Employer Identification
Department of the Number
Treasury, Internal --------------------------------------------------------
Revenue Service Part 2 -- For Payees exempt from Backup Withholding
-- Check the box if you are NOT subject to
backup withholding.[_]
--------------------------------------------------------
Payer's Request for Part 3 -- Certification -- Under penalties of
Taxpayer
Identification (1) The number shown on this form is my correct
Number ("TIN") and taxpayer identification number (or I am waiting
Certification for a number to be issued to me), and
perjury, I certify that:
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup
withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
--------------------------------------------------------
Certification Instructions -- You must cross out item
2 above if you have been notified by IRS that you are
currently subject to backup withholding because you
have failed to report all interest and dividends on
your tax return. However, if, after being notified by
the IRS that you were subject to backup withholding,
you received another notification from the IRS that
you are no longer subject to backup withholding, do
not cross out item 2.
- --------------------------------------------------------------------------------
SIGNATURE ___________________________________ DATE _______________________
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. IN ADDITION,
FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A PENALTY IMPOSED
BY THE INTERNAL REVENUE SERVICE. 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 WROTE "APPLIED FOR"INSTEAD
OF A TIN IN 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 (a) 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
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me pursuant to this
Offer will be withheld until I provide a number.
SIGNATURE ___________________________________ DATE _______________________
12
MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE
ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF THE
COMPANY OR SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY
OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE
FIRST PAGE.
Questions and requests for assistance or additional copies of the Offer
to Purchase, Letter of Transmittal and other tender offer materials may be
directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and locations listed below, and will be furnished at
Purchaser's expense. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
[LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS]
17 State Street, 10th Floor
New York, New York 10004
Banks & Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
[LOGO OF DEUTSCHE BANC ALEX. BROWN]
Deutsche Bank Securities Inc.
130 Liberty Street, 33rd Floor
New York, New York 10006
Call Toll Free: (877) 305-4919