Exhibit 99.(a)(2)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
(Together with the Associated Preferred Stock Purchase Rights)
of
Sodexho Marriott Services, Inc.
Pursuant to the Offer to Purchase
dated May 17, 2001
of
SMS Acquisition Corp.
a wholly-owned subsidiary of
Sodexho Alliance, S.A.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, JUNE 14, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY, N.A.
By Mail: By Overnight Courier: By Hand:
EquiServe Trust Company, EquiServe Trust Company, EquiServe Trust Company,
N.A. P.O. Box 842010 N.A. 40 Campanelli Drive N.A. c/o Securities
Boston, MA 02284-2010 Braintree, MA 02184 Attn: Transfer & Reporting
Corporate Actions Services, Inc. 100
William Street - Galleria
New York, NY 10038
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are to be forwarded
herewith or, unless an Agent's Message (as defined in the Offer to Purchase) is
utilized, if delivery of Shares (as defined below) is to be made by book-entry
transfer to the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth under "The
Offer -- Procedure for Tendering Shares" in the Offer to Purchase.
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------
Name(s) and
Address(es) of
Registered
Holder(s)
(Please
correct
details if
incorrect (or
fill in, if
blank).
Please ensure
name(s)
appear(s)
exactly as on Shares Tendered
Certificates). (Attach additional list if necessary)
- -----------------------------------------------------------------
Total Number of Shares Number of
Certificate Represented by Shares
Number(s)* Certificate(s)* Tendered**
--------------------
--------------------
--------------------
--------------------
--------------------
Total Shares
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented
by any certificates delivered to the Depositary are being tendered. See
Instruction 4.
TENDER OF SHARES HELD IN THE DIRECT REGISTRATION SYSTEM
(SEE INSTRUCTION 12)
Complete this section if you want to tender Shares held in your
account under the Direct Registration System of SMS. Please check only
one box. If you check more than one box, do not check a box, or you check
the second box but do not indicate a number of Shares, it will be assumed
that all Shares held in your account under the Direct Registration System
of SMS are being tendered.
[_]Please tender ALL of the Shares credited to my account.
[_]Please tender the following number of Shares credited to my account:
Number of Shares to be tendered.
---------------
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary at or prior to
12:00 midnight, New York City time, on Thursday, June 14, 2001 (unless the
Offer is extended as described in the Offer to Purchase) (the "Expiration
Date"), or who cannot complete the procedure for book-entry transfer on a
timely basis, must tender their Shares according to the guaranteed delivery
procedure set forth under "The Offer -- Procedure for Tendering Shares" in the
Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry
Transfer Facility does not constitute delivery to the Depositary.
---------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
[_]CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR
DESTROYED. SEE INSTRUCTION 9.
[_]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:
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 AND COMPLETE
THE FOLLOWING:
Name(s) of Tendering Stockholder(s)___________________________________
Date of Execution of Notice of Guaranteed Delivery____________________
Name of Institution which Guaranteed Delivery_________________________
If delivery is by book-entry transfer:
Name of Tendering Institution_________________________________________
Account Number________________________________________________________
Transaction Code Number_______________________________________________
2
Ladies and Gentlemen:
The undersigned hereby tenders to SMS Acquisition Corp. (the "Purchaser"), a
Delaware corporation and a wholly-owned subsidiary of Sodexho Alliance, S.A., a
French corporation, the above-described shares of Common Stock, par value $1.00
per share, of Sodexho Marriott Services, Inc., a Delaware corporation ("SMS"),
together with the associated preferred stock purchase rights issued pursuant to
the Rights Agreement dated as of October 8, 1993, as amended, between SMS and
The Bank of New York, as Rights Agent (collectively the "Shares"), pursuant to
the Purchaser's Offer to Purchase all outstanding Shares, other than Shares
already owned by Sodexho Alliance, S.A. and its subsidiaries, for $32.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 17, 2001, receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Offer"). The Purchaser reserves the right to transfer or
assign, in whole or from time to time in part, to one or more of its affiliates
the right to purchase Shares tendered pursuant to the Offer, but any such
transfer or assignment will not relieve the Purchaser of its obligations under
the Offer or prejudice your rights to receive payment for Shares validly
tendered and accepted for payment.
Upon the terms and subject to the conditions of the Offer and effective upon
acceptance for payment of and payment for the Shares tendered herewith, 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 issued or
issuable in respect thereof on or after May 1, 2001) and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and all such other Shares or securities), with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (1) deliver certificates for
such Shares (and all such other Shares or securities), or transfer ownership of
such Shares (and all such other Shares or securities) on the account books
maintained by it or any of the Book-Entry Transfer Facilities, together, in any
such case, with all accompanying evidences of transfer and authenticity, to or
upon the order of the Purchaser, (2) present such Shares (and all such other
Shares or securities) for transfer on the books of SMS and (3) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and all such other Shares or securities), all in accordance with the
terms of the Offer.
The undersigned hereby irrevocably appoints Denis Robin and Bernard Carton,
the attorneys and proxies of the undersigned, each with full power of
substitution, to exercise all voting and other rights of the undersigned in
such manner as each such attorney and proxy or his substitute shall in his sole
discretion deem proper, with respect to all of the Shares tendered hereby which
have been accepted for payment by the Purchaser prior to the time of any vote
or other action (and any and all other Shares or other securities issued or
issuable in respect thereof on or after May 1, 2001) at any meeting of
stockholders of SMS (whether annual or special and whether or not an adjourned
meeting), by written consent or otherwise. This proxy is irrevocable and is
granted in consideration of, and is effective upon, the acceptance for payment
of and payment for such Shares by the Purchaser in accordance with the terms of
the Offer. Such acceptance for payment shall revoke any other proxy or written
consent granted by the undersigned at any time with respect to such Shares (and
all such other Shares or securities), and no subsequent proxies will be given
or written consents will be executed by the undersigned (and if given or
executed, will not be deemed to be effective).
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 issued or issuable in
respect thereof on or after May 1, 2001) and that when the same are accepted
for payment by the Purchaser, the Purchaser will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims. The undersigned will, upon
request, execute and deliver 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 all such other Shares or
securities).
3
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under "The Offer--Procedure for Tendering Shares" in
the Offer to Purchase and in the instructions hereto will constitute an
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the purchase price of any Shares purchased, and return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and,
in the case of Shares tendered by book-entry transfer, by credit to the account
at the Book-Entry Transfer Facility). Similarly, unless otherwise indicated
under "Special Delivery Instructions", please mail the check for the purchase
price of any Shares purchased and any certificates for Shares not tendered or
not purchased (and accompanying documents, as appropriate) to the undersigned
at the address shown below the undersigned's signature(s). In the event that
both "Special Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the check for the purchase price of any Shares
purchased and return any Shares not tendered or not purchased in the name(s)
of, and mail said check and any certificates to, the person(s) so indicated.
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 SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6, 7 and 8) (See Instructions 1, 5, 6, 7 and 8)
To be completed ONLY if the check To be completed ONLY if the check
for the purchase price of Shares for the purchase price of Shares
purchased (less the amount of any purchased (less the amount of any
federal income and backup federal income and backup
withholding tax required to be withholding tax required to be
withheld) or certificates for withheld) or certificates for
Shares not tendered or not Shares not tendered or not
purchased are to be issued in the purchased are to be mailed to
name of someone other than the someone other than the undersigned
undersigned. or to the undersigned at an address
other than that shown below the
undersigned's signature(s).
Mail: [_] check
[_] certificate(s) to: Mail: [_] check
Name _______________________________ [_] certificate(s) to:
(Please Print)
Name _______________________________
Address ____________________________ (Please Print)
Address ____________________________
____________________________________
(Zip Code) ------------------------------------
(Zip Code)
------------------------------------
(Taxpayer Identification No.)
------------------------------------
4
SIGN HERE
(Please complete Substitute Form W-9 below)
____________________________________________________
____________________________________________________
Signature(s) of Owners
Dated ___________________ , 2001
Name(s)_____________________________________________
____________________________________________________
(Please Print)
Capacity (full title)_______________________________
Address_____________________________________________
____________________________________________________
(Include Zip Code)
Area Code and Telephone Number _____________________
(Must be signed by registered holder(s) exactly as
name(s) appear(s) on stock certificate(s) 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, agent, officer of a
corporation or other person acting in a fiduciary
or representative capacity, please set forth full
title and see Instruction 5.)
Guarantee of Signature(s) (If required; see Instructions 1 and 5)
Name of Firm _______________________________________
Authorized Signature _______________________________
Dated __________________ , 2001
(right arrow) (left
arrow)
5
- -------------------------------------------------------------------------------------------------------------
Part 1 Taxpayer Identification No.-- For All Accounts Part II For
SUBSTITUTE Payees
Form W-9 ------------------------------------------------------------------- Exempt From
Backup With-
Department of Enter your taxpayer holding
the Treasury identification number in the ------------------------------- (see
Internal appropriate box. For most ------------------------------- enclosed
Revenue individuals and sole Social Security Number Guidelines)
Service proprietors, this is your
Social Security Number. For
Payer's Request other entities it is your
for Taxpayer Employer Identification OR
Identification Number. If you do not have a
No. number, see "How to Obtain a
TIN" in the enclosed
Guidelines. -------------------------------
Note: If the account is in -------------------------------
more than one name, see the Employer Identification Number
chart on page 2 of the
enclosed Guidelines to
determine what number to
enter.
- -------------------------------------------------------------------------------------------------------------
Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me) 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 within (60) days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number;
(2) I am not subject to backup withholding either because (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service ("IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer subject
to backup withholding; and
(3) Any information provided on this form is true, correct and complete.
- -------------------------------------------------------------------------------
SIGNATURE ____________________________ DATE ______________________, 2001
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
6
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a member of a recognized Medallion Program approved by The
Securities Transfer Association, Inc., including the Securities Transfer
Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP)
and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any
other "eligible guarantor institution" (as such term is defined in Rule 17Ad-
15 under the Securities Exchange Act of 1934, as amended) (each an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(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 and such
holder(s) have not completed the instruction entitled "Special Payment
Instructions" or "Special Delivery Instructions" on this Letter of Transmittal
or (ii) if such Shares are tendered for the account of an Eligible
Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal
is to be used either if 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 under "The Offer--
Procedure for Tendering Shares" in the Offer to Purchase. Certificates for all
physically delivered Shares, or a confirmation of a book-entry transfer into
the Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered electronically, as well as a properly completed and duly executed
Letter of Transmittal (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 at one of its addresses set forth on the front
page of this Letter of Transmittal by the Expiration Date.
Stockholders who cannot deliver their Shares and all other required
documents to the Depositary by the Expiration Date must tender their Shares
pursuant to the guaranteed delivery procedure set forth under "The Offer--
Procedure for Tendering Shares" in the Offer to Purchase.
Under the guaranteed delivery 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 provided by the Purchaser must be
received by the Depositary by the Expiration Date; and
(iii) the certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof or, in the case of a book-entry delivery, an Agent's
Message) and any other documents required by this Letter of Transmittal,
must be received by the Depositary within three New York Stock Exchange,
Inc. trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided under "The Offer--Procedure for Tendering Shares"
in the Offer to Purchase.
The method of delivery of Shares and all other required documents is at the
option and risk of the tendering stockholder. If certificates for Shares are
sent by mail, registered mail with return receipt requested, properly insured,
is recommended.
No alternative, conditional or contingent tenders will be accepted. Except
as otherwise indicated in this Letter of Transmittal, no fractional Shares
will be purchased. By executing this Letter of Transmittal, the tendering
stockholder waives any right to receive any notice of the acceptance for
payment of the Shares.
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.
7
4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer or Direct Registration System). If fewer than all the Shares
represented by any certificate delivered to the Depositary are to be tendered,
fill in the number of Shares which are to be tendered in the box entitled
"Number of Shares Tendered". In such case, a new certificate for the remainder
of the Shares represented by the old certificate will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. 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 certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby is held 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 different names on
different 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 is signed by the registered holder(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
Shares not tendered or not purchased are to be returned, in the name of any
person other than the registered holder(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 holder(s) of the Shares tendered hereby, 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
certificates for such Shares. Signature(s) on any such certificates or stock
powers must be guaranteed by an Eligible Institution.
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 to so act must be submitted.
6. Stock Transfer Taxes. The Purchaser will pay any stock transfer taxes
with respect to the sale and transfer of any Shares to it pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or Shares
not tendered or not purchased are to be returned in the name of, any person
other than the registered holder(s), or if a transfer tax is imposed for any
reason other than the sale or transfer of Shares to the Purchaser pursuant to
the Offer, then the amount of any stock transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes, or
exemption therefrom, is submitted herewith.
7. Special Payment and Delivery Instructions. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or
not purchased are to be returned, in the name of a person other than the
person(s) signing this Letter of Transmittal or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that
shown above, the appropriate boxes on this Letter of Transmittal should be
completed. Stockholders tendering Shares by book-entry transfer may request
that Shares not purchased be credited to such account at any of the Book-Entry
Transfer Facilities as such stockholder may designate under "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 Facilities
designated above.
8
8. Substitute Form W-9. Under the federal income tax laws, the Depositary
will be required to withhold 31% of the amount of any payments made to certain
stockholders pursuant to the Offer. In order to avoid such backup withholding,
each tendering stockholder, and, if applicable, each other payee, must provide
the Depositary with such stockholder's or payee's correct taxpayer
identification number and certify that such stockholder or payee is not subject
to such backup withholding by completing the Substitute Form W-9 set forth
above. In general, if a stockholder or payee is an individual, the taxpayer
identification number is the Social Security number of such individual. If the
Depositary is not provided with the correct taxpayer identification number, the
stockholder or payee may be subject to a $50 penalty imposed by the Internal
Revenue Service. Certain stockholders or payees (including, among others, all
corporations and certain non-United States individuals) are not subject to
these backup withholding and reporting requirements. In order to satisfy the
Depositary that a non-United States individual qualifies as an exempt
recipient, such stockholder or payee must submit a completed Form W-8 BEN,
signed under penalties of perjury, attesting to that individual's exempt
status. Such Form W-8 BEN can be obtained from the Depositary. For further
information concerning backup withholding and instructions for completing the
Substitute Form W-9 (including how to obtain a taxpayer identification number
if you do not have one and how to complete the Substitute Form W-9 if Shares
are held in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 31% of the amount of any payments made pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained provided that the required information is furnished to
the Internal Revenue Service.
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% 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 DETAILS.
9. Mutilated, Lost, Stolen or Destroyed Certificates. If any certificate(s)
representing Shares has been mutilated, lost, stolen, or destroyed, the holder
should (i) complete this Letter of Transmittal and check the appropriate box
above and (ii) contact the Depositary immediately by calling (800) 251-4215.
The Depositary will provide such holder with all necessary forms and
instructions to replace any mutilated, lost, stolen or destroyed certificates.
The holder may also be required to give SMS a bond as indemnity against any
claim that may be made against it with respect to the certificate(s) alleged to
have been mutilated, lost, stolen or destroyed.
10. Requests for Assistance or Additional Copies. Requests for assistance or
additional copies of the Offer to Purchase and this Letter of Transmittal may
be obtained from the Information Agent or the Dealer Manager at their
respective addresses or telephone numbers set forth below.
11. Non-United States Holder. Non-United States holders must submit a
completed IRS Form W-8BEN or similar form to avoid backup withholding. IRS Form
W-8BEN or such similar form may be obtained by contacting the Depositary at one
of the addresses on the face of this Letter of Transmittal.
12. Shares Held in the Direct Registration System. If you want to tender
Shares held in your account under the Direct Registration System ("DRS") of
SMS, you must:
. complete the box in this Letter of Transmittal entitled "Tender of Shares
Held in the Direct Registration System" by choosing the option to tender
all of the Shares in your DRS account or the option to tender a specific
number of the Shares in your DRS account (if the box is not completed, it
will be assumed that all Shares held in your account under the DRS are
being tendered); and
9
. indicate the number of Shares being tendered from your DRS account in the
box in this Letter of Transmittal entitled "Description of Shares
Tendered".
If you tender Shares held in your DRS account, all such Shares credited to
your DRS account, including fractional shares, will be tendered, unless
otherwise specified in the box entitled "Tender of Shares Held in the Direct
Registration System".
10
The Information Agent for the Offer is:
[MACKENZIE PARTNERS, INC. LOGO APPEARS HERE]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
The Dealer Manager for the Offer is:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000 (Call Collect)
or
Call Toll-Free: (800) 323-5678