EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Accompany Certificates of
Class A Common Stock of
INTIMATE BRANDS, INC.
Tendered pursuant to the Prospectus dated February 5, 2002
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MARCH 11, 2002, UNLESS THE OFFER IS EXTENDED.
To: EquiServe Trust Company, N.A., Exchange Agent
If by mail: If by hand: If by overnight delivery:
EquiServe Trust Company, EquiServe Trust Company, EquiServe Trust Company,
N.A. P.O. Box 43034 N.A. N.A.
Providence, RI 02940-3034 c/o Securities Transfer & 40 Campanelli Drive
Reporting Services, Inc. Braintree, MA 02184
100 William Attn: Corporate Actions
Street--Galleria
New York, New York 10038
BY COMPLETING THE BOX BELOW AND SIGNING THIS LETTER OF TRANSMITTAL, YOU WILL
HAVE TENDERED SHARES OF INTIMATE BRANDS CLASS A COMMON STOCK REPRESENTED BY THE
CERTIFICATE(S) DESCRIBED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS
CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE W-9 FORM PROVIDED
ON PAGE 12.
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Questions and requests for assistance or for additional copies of the
Prospectus or this Letter of Transmittal may be directed to the information
agent at the address or toll-free number indicated on the back cover.
Box #1
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DESCRIPTION OF CERTIFICATE(S)
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Number of
Name(s) and Address(es) of Registered Holder(s) Shares Number of
(Please fill in, if blank, exactly as name(s) Certificate Represented By Shares
appear(s) on stock certificate(s)) Number(s)(*) Certificate(s)(*) Tendered(**)
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TOTAL
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* Need not be completed by Book-Entry Holders (see below).
** Unless otherwise indicated in this column, you will be deemed to have tendered all of the shares of
Intimate Brands Class A Common Stock represented by the certificate(s) indicated in the first
column. See Instruction 2 below.
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LADIES AND GENTLEMEN:
Reference is made to the Prospectus dated February 5, 2002 (the
"Prospectus") of The Limited, Inc. ("The Limited"), which together with any
amendments and supplements thereto and this Letter of Transmittal, constitutes
the offer (the "Offer") of Intimate Brands Holding Co., Inc., a wholly-owned
subsidiary of The Limited ("IBI Holdings"), to exchange 1.046 shares of the
common stock, par value $.50 per share of The Limited ("Limited Common Stock"),
for each share of Class A common stock, par value $.01 per share, of Intimate
Brands, Inc. ("IBI Common Stock") that is validly tendered on or prior to the
Expiration Date and not properly withdrawn, upon the terms and subject to the
conditions set forth herein and in the Prospectus. See "Summary" and "The
Offer" in the Prospectus. Capitalized terms used herein have the same meanings
as in the Prospectus.
The Offer and withdrawal rights will expire at 5:00 p.m., New York City
time, on March 11, 2002 (the "Expiration Date"), unless extended in accordance
with applicable law and the terms of the Offer, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as
extended, shall expire.
Upon the terms and subject to the conditions of the Offer, I hereby tender
to you the shares of IBI Common Stock represented by the certificate(s)
described in Box #1 above. Subject to, and effective upon, the acceptance for
exchange of such tendered shares of IBI Common Stock, I hereby sell, assign and
transfer to you, or upon your order, all right, title and interest in and to
such shares. I hereby irrevocably constitute and appoint the Exchange Agent as
my true and lawful agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as your agent) with respect to such tendered shares of
IBI Common Stock, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) (i) to deliver
stock certificates representing such tendered shares of IBI Common Stock or
transfer ownership of such shares on the account books maintained by The
Depository Trust Company (the "DTC"), together, in any such case, with all
accompanying evidences of transfer and authenticity, to you or upon your order,
upon receipt by the Exchange Agent, as my agent, of shares of Limited Common
Stock, to which I am entitled upon the acceptance for exchange by you of such
tendered shares of IBI Common Stock; (ii) to present certificate(s)
representing such tendered shares of IBI Common Stock for transfer on your
books; and (iii) to receive all benefits and otherwise exercise all rights of
beneficial ownership of such shares, all in accordance with the terms of the
Offer. If my tendered shares of IBI Common Stock are accepted for exchange, I
will be entitled to receive certificates representing shares of Limited Common
Stock ("Limited Certificates").
I hereby represent and warrant to you that I have full power and authority
to tender, sell, assign and transfer the shares of IBI Common Stock that I have
tendered and that when such shares are accepted by you for exchange pursuant to
the Offer, you will acquire good, marketable and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances, and that
none of such shares of IBI Common Stock will be subject to any adverse claim
when you accept such shares for exchange. I will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or you to be
necessary or desirable to complete the sale, assignment and transfer of the
shares of IBI Common Stock that I have tendered. All authority conferred or
agreed to be conferred in this Letter of Transmittal and all of my obligations
hereunder shall be binding upon my successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives and shall not
be affected by, and shall survive, my death or incapacity. This tender may be
withdrawn only in accordance with the procedures set forth in the Prospectus
and the Instructions contained in this Letter of Transmittal.
I understand that, upon acceptance by you of the shares of IBI Common Stock
that I have tendered, I will be deemed to have accepted the shares of Limited
Common Stock exchanged therefor and will be deemed to have relinquished all
rights with respect to the accepted shares of IBI Common Stock.
I recognize that, under certain circumstances and subject to certain
conditions to the Offer set forth in the Prospectus, you may not be required to
accept for exchange any of the shares of IBI Common Stock that I have tendered
(including any shares of IBI Common Stock tendered after the Expiration Date).
Shares of IBI Common
2
Stock delivered to the Exchange Agent and not accepted for exchange will be
returned to me as promptly as practicable following expiration or termination
of the Offer at the address set forth on the cover page of this Letter of
Transmittal under "Description of Certificate(s)" (Box #1) unless otherwise
indicated under "Special Delivery Instructions" (Box #4) below.
Unless otherwise indicated under "Special Issuance Instructions" (Box #3)
below, please issue (i) the Limited Certificates to which I am entitled, (ii)
if applicable, a check in lieu of a fractional share equal to such fraction
multiplied by the average gross selling price per share, net of commissions, of
Limited Common Stock obtained by the Exchange Agent upon the sale of all
fractional shares on behalf of those tendering stockholders of The Limited
otherwise entitled to receive fractional shares (a "Fractional Share Check"),
and (iii) if applicable, the certificate(s) representing any shares of IBI
Common Stock not tendered by me or any tendered shares that are not accepted
for exchange, in each case in the name(s) of the registered holder(s) shown on
the cover page of this Letter of Transmittal under "Description of
Certificate(s)" (Box #1). Unless otherwise indicated in the box entitled
"Special Delivery Instructions" (Box #4) below, please send (i) the Limited
Certificates to which I am entitled, (ii) if applicable, a Fractional Share
Check, in each case issued in the name(s) of the registered holder(s) shown on
the cover page of this Letter of Transmittal under "Description of
Certificate(s)" (Box #1), and (iii) if applicable, the certificate representing
any shares of IBI Common Stock not tendered by me or any shares tendered
herewith and not accepted for exchange by you (and accompanying documents, as
appropriate), in each case to the address of the registered holder(s) shown on
the cover page of this Letter of Transmittal under "Description of
Certificate(s)" (Box #1). Any shares of IBI Common Stock delivered by
book-entry transfer that are not tendered or any shares tendered herewith
delivered by book-entry transfer that are not accepted for exchange will be
credited to the account at the DTC. I recognize that you have no obligation
pursuant to the "Special Issuance Instructions" to transfer any shares of IBI
Common Stock from the name of the registered holder(s) hereof if you do not
accept for exchange such shares. If Boxes #3 and #4 entitled "Special Issuance
Instructions" and "Special Delivery Instructions" are both completed, please
issue (i) the Limited Certificate to which I am entitled, (ii) if applicable, a
Fractional Share Check, and (iii) if applicable, the certificate representing
any shares of IBI Common Stock not tendered by me or any tendered shares that
are not accepted for exchange, in each case in the name(s) of, and mail such
certificate and check (and accompanying documents, as appropriate) to, the
person(s) so indicated.
I understand that the delivery and surrender of the shares of IBI Common
Stock that I have tendered is not effective, and the risk of loss of the shares
of IBI Common Stock (including shares of IBI Common Stock tendered herewith)
does not pass to the Exchange Agent, until receipt by the Exchange Agent of
this Letter of Transmittal, or a manually signed facsimile hereof, duly
completed and signed, or an Agent's Message (as defined in the Prospectus under
"The Offer--Procedure for Tendering") in connection with a book-entry transfer
of shares, together with all accompanying evidences of authority in form
satisfactory to you and any other required documents. All questions as to the
form of documents (including notices of withdrawal) and the validity, form,
eligibility (including time of receipt) and acceptance for exchange of any
tender of shares of IBI Common Stock will be determined by you in your sole
discretion and such determination shall be final and binding upon all tendering
stockholders.
I understand that a tender of shares of IBI Common Stock made pursuant to
any method of delivery set forth in the Prospectus and your acceptance for
exchange of such shares pursuant to the procedures described in the Prospectus
under "The Offer--Procedure for Tendering" and in the Instructions hereto will
constitute a binding agreement between us upon the terms and subject to the
conditions of the Offer.
3
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
This Letter of Transmittal is to be used by tendering stockholders if either
(i) the certificate(s) representing shares of IBI Common Stock are to be
forwarded herewith or, unless an Agent's Message is utilized, if tenders are to
be made by book-entry transfer to the account maintained by the Exchange Agent
at the DTC or (ii) guaranteed delivery procedures are being used, according to
the procedures set forth in the Prospectus under "The Offer--Guaranteed
Delivery". Delivery of documents to the DTC in accordance with its procedures
does not constitute delivery to the Exchange Agent as required by the
Prospectus.
Participants in the Savings and Retirement Plan or Intimate Brands' Stock
Purchase Plan may not use this Letter of Transmittal to tender shares of IBI
Common Stock held in either plan. Instead, participants in these plans must use
the separate election forms which will be sent separately.
Box #2
THE FOLLOWING MUST BE COMPLETED BY ALL TENDERING STOCKHOLDERS.
[_] CHECK HERE IF THE CERTIFICATE(S) REPRESENTING TENDERED SHARES OF IBI COMMON
STOCK ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF THE CERTIFICATE(S) REPRESENTING TENDERED SHARES OF IBI COMMON
STOCK ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING
(See Instruction 1):
Name(s) of Registered Holder(s): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Window Ticket No. (if any): ________________________________________________
Name of Institution that Guaranteed Delivery: ______________________________
If delivered by Book-Entry Transfer,
Account Number at DTC: _____________________________________________________
Transaction Code Number: ___________________________________________________
4
THE FOLLOWING MUST BE COMPLETED BY TENDERING STOCKHOLDERS
WHO HAVE SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS
Box #3 Box #4
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if Limited Certificate(s) and To be completed ONLY if shares of IBI Common
any Fractional Share Check issued in connection Stock not tendered or any shares of IBI Common
therewith are to be issued in the name of someone Stock not accepted for exchange, Limited
other than the undersigned. Certificate(s) and any Fractional Share Check issued
in connection therewith are to be sent to someone
Name(s): _________________________________________ other than the undersigned, or to the undersigned at
(Please Print) an address other than that shown in the box entitled
"Description of Certificate(s)" on the cover page of
__________________________________________________ this Letter of Transmittal.
(Please Print)
Name(s): ___________________________________________
Address: _________________________________________ (Please Print)
__________________________________________________ ____________________________________________________
(Please Print)
__________________________________________________
Zip code Address: ___________________________________________
__________________________________________________ ____________________________________________________
Employer Identification or Social Security Number
____________________________________________________
Zip code
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5
Box #5
THE FOLLOWING MUST BE COMPLETED BY ALL TENDERING STOCKHOLDERS.
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IMPORTANT--PLEASE SIGN HERE
(Please Complete Substitute Form W-9 on Page 13)
(See Instructions 1 and 3)
X _________________________________________________________________________________________________________________
X _________________________________________________________________________________________________________________
Signature(s) of Owner(s)
In the case of tendering stockholders, this Letter of Transmittal must be signed by the registered holder(s) as
the name(s) appear(s) on the IBI Common Stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
Name(s): __________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
(Please Print)
Capacity: _________________________________________________________________________________________________________
Address: __________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone No.: ______________________________________________________________________________
Date: , 2002
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Box #6
THE FOLLOWING MUST BE COMPLETED BY TENDERING STOCKHOLDERS WHO ARE REQUIRED TO
PROVIDE SIGNATURE GUARANTEES. See Instructions 1 and 3.
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SIGNATURE GUARANTEE
FOR USE BY ELIGIBLE INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Signature(s) Guaranteed by an Eligible Institution:
(Authorized Signature)
Name: ______________________________________________
(Please Print)
Title: _____________________________________________
Name of Firm: ______________________________________
Address: ___________________________________________
(Include Zip Code)
Area Code and Telephone No.: _______________________
Date: , 2002
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7
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Delivery of this Letter of Transmittal and IBI Common Stock Certificate(s)
This Letter of Transmittal is to be completed by stockholders if either (i)
the certificate(s) representing shares of IBI Common Stock tendered herewith
are to be forwarded herewith or, unless an Agent's Message is utilized, if
tenders are to be made pursuant to the procedures for book-entry transfer set
forth in the Prospectus under "The Offer--Procedure for Tendering" or (ii) the
shares of IBI Common Stock will be tendered pursuant to the guaranteed delivery
procedures set forth in the Prospectus under "The Offer--Guaranteed Delivery".
The certificate(s) representing shares of IBI Common Stock tendered herewith,
as well as a properly completed and duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal, or
confirmation of any book-entry transfer into the Exchange Agent's account at
the DTC of shares of IBI Common Stock tendered electronically, must be received
by the Exchange Agent at one of its addresses set forth herein prior to the
Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATE(S)
REPRESENTING SHARES OF IBI COMMON STOCK TENDERED HEREWITH AND ANY OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, BUT,
EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF CERTIFICATE(S)
REPRESENTING SHARES OF IBI COMMON STOCK TENDERED HEREWITH ARE SENT BY MAIL IT
IS RECOMMENDED THAT TENDERING STOCKHOLDERS USE REGISTERED MAIL, RETURN RECEIPT
REQUESTED AND ALLOW SUFFICIENT TIME TO ENSURE TIMELY RECEIPT.
DELIVERY OF DOCUMENTS TO THE DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
No alternative, conditional or contingent tenders will be accepted for
exchange in the Offer. All tendering stockholders, by execution of this Letter
of Transmittal, waive any right to receive any notice of the acceptance of
their shares of IBI Common Stock for exchange.
Holders whose stock certificate(s) representing shares of IBI Common Stock
are not immediately available or who cannot complete the procedure for delivery
by book-entry transfer on a timely basis or who cannot deliver their
certificate(s) and all other required documents to the Exchange Agent prior to
the Expiration Date may tender their shares of IBI Common Stock pursuant to the
guaranteed delivery procedure set forth in the Prospectus under "The
Offer--Guaranteed Delivery". Pursuant to such procedure: (i) such tender must
be made by or through a participant in the Security Transfer Agents Medallion
Program or the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program (an "Eligible Institution"); (ii) prior to
the Expiration Date, the Exchange Agent must have received from such Eligible
Institution a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by The Limited setting forth the
name and address of the holder and the number of shares of IBI Common Stock
tendered, stating that the tender is being made thereby and guaranteeing that,
within three NYSE trading days after the date of the Notice of Guaranteed
Delivery, the certificate(s) representing the shares of IBI Common Stock
accompanied by all other documents required by this Letter of Transmittal will
be deposited by the Eligible Institution with the Exchange Agent; and (iii) the
certificate(s) representing the shares of IBI Common Stock tendered herewith
(or a confirmation of a book-entry transfer of such shares of IBI Common Stock
into the Exchange Agent's account at the DTC as described above), together with
a properly completed and duly executed Letter of Transmittal and any required
signature guarantees, or an Agent's Message in connection with a book-entry
transfer, and any other documents required hereby, must be received by the
Exchange Agent within three NYSE trading days after the date of the Notice of
Guaranteed Delivery, all as provided in the Prospectus under "The
Offer--Guaranteed Delivery".
8
2. Partial Tenders (Not Applicable to Stockholders who Tender by Book-Entry
Transfer); Withdrawals
If less than all the shares of IBI Common Stock evidenced by any
certificate(s) are to be tendered, the tendering holder should fill in the
number of shares to be tendered in the part of Box #1 entitled "Number of
Shares Tendered". A reissued certificate representing the number of shares of
IBI Common Stock not tendered will be issued in the name of, and sent to, such
registered holder, unless otherwise indicated under "Special Delivery
Instructions" (Box #4) above, as soon as practicable after the Expiration Date.
THE ENTIRE NUMBER OF SHARES OF IBI COMMON STOCK REPRESENTED BY ANY
CERTIFICATE(S) DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN
TENDERED UNLESS OTHERWISE INDICATED.
Any tendering holder of shares of IBI Common Stock may withdraw the tender
at any time prior to the Expiration Date and, unless the shares have been
previously accepted for exchange pursuant to the Offer, may also be withdrawn
at any time after April 5, 2002.
To be effective, a written or facsimile transmission notice of withdrawal
must be timely received by the Exchange Agent at one of its addresses set forth
above and must comply with the requirements set forth in the Prospectus under
"The Offer--Withdrawal Rights". Withdrawals may not be rescinded, and shares of
IBI Common Stock withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer. However, withdrawn shares of IBI Common Stock may be
retendered by again following one of the procedures described in the Prospectus
under the caption "The Offer--Procedure for Tendering" at any time prior to the
Expiration Date.
3. Signatures on this Letter of Transmittal; Stock Powers and Endorsements;
Guarantee of Signatures
If this Letter of Transmittal is signed by the registered holder(s) of the
shares of IBI Common Stock tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate(s)
representing the shares of IBI Common Stock without alteration, enlargement or
any other change whatsoever.
If any of the shares of IBI Common Stock tendered hereby are registered in
the name of two or more joint owners, all such owners must sign this Letter of
Transmittal.
If any tendered shares of IBI Common Stock are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
shares of IBI Common Stock listed and tendered hereby, no endorsements of
certificates or separate stock powers are required, unless Limited
Certificate(s) are to be issued, in the name of a person other than the
registered holder(s), in which case, the stock certificate(s) evidencing the
shares of IBI Common Stock tendered hereby must be endorsed or accompanied by
appropriate stock power(s), in either case, signed exactly as the name(s) of
the registered holder(s) appear(s) on such stock certificate(s). Signatures on
such stock certificate(s) and stock power(s) 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 of IBI Common Stock listed and tendered
hereby, the certificate(s) representing such shares of IBI Common Stock 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
certificate(s), and such signatures must be guaranteed by an Eligible
Institution.
9
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of a corporation or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and proper evidence satisfactory
to The Limited of their authority so to act must be submitted.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the shares of IBI Common Stock are tendered: (i) by a
registered holder of such shares of IBI Common Stock (which term, for purposes
of this Letter of Transmittal, shall include any participant in the DTC whose
name appears on a security position listing as the owner of shares of Limited
Common Stock) who has not completed the box entitled "Special Issuance
Instructions" (Box #3) of this Letter of Transmittal; or (ii) for the account
of an Eligible Institution.
4. Special Issuance and Delivery Instructions
Tendering holders should indicate in the box entitled "Special Issuance
Instructions" (Box #3) or "Special Delivery Instructions" (Box #4), as
applicable, the name and address to which Limited Certificate(s), a Fractional
Share Check, if any, and/or substitute certificate(s) for shares of IBI Common
Stock not tendered or any shares of IBI Common Stock not accepted for exchange
are to be sent, if different from the name and address of the person signing
this Letter of Transmittal. In the case of issuance of Limited Certificates in
a different name, the employer identification or social security number of the
person named must also be indicated.
5. Participants in the Savings and Retirement Plan or the Stock Purchase Plan
of Intimate Brands
PARTICIPANTS IN THE SAVINGS AND RETIREMENT PLAN OR THE STOCK PURCHASE PLAN
OF INTIMATE BRANDS MAY NOT USE THIS LETTER OF TRANSMITTAL TO DIRECT THE TENDER
OF SHARES OF IBI COMMON STOCK, BUT MUST USE THE SEPARATE ELECTION FORM SENT TO
THEM. THIS LETTER OF TRANSMITTAL HAS BEEN SENT TO SUCH PARTICIPANTS FOR
INFORMATIONAL PURPOSES ONLY.
6. Stock Transfer Taxes
The Limited will cause IBI Holdings to pay all stock transfer taxes, if any,
payable on the transfer to it of shares of IBI Common Stock and the transfer to
tendering stockholders of shares of Limited Common Stock pursuant to the Offer.
If, however, the exchange of shares is to be made to, or (in the circumstances
permitted by the Offer) if shares of IBI Common Stock that are not tendered or
not accepted for exchange are to be delivered to any person other than the
registered owner, or if tendered certificates are registered in the name of any
person other than the person signing this Letter of Transmittal, the amount of
all stock transfer taxes, if any (whether imposed on the registered owner or
such other person), payable on account of the transfer to such person must be
paid by the tendering stockholder unless evidence satisfactory to IBI Holdings
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 certificate(s) representing shares of
IBI Common Stock listed in this Letter of Transmittal.
7. Mutilated, Lost, Stolen or Destroyed IBI Common Stock Certificates
If any certificate representing shares of IBI Common Stock has been
mutilated, destroyed, lost or stolen, the stockholder must (i) furnish to the
Exchange Agent evidence, satisfactory to it in its discretion, of the ownership
of and the destruction, loss or theft of such certificate, (ii) furnish to the
Exchange Agent indemnity, satisfactory to it in its discretion, and (iii)
comply with such other reasonable requirements as the Exchange Agent may
prescribe. Any holder whose stock certificate representing shares of IBI Common
Stock has been mutilated, destroyed, lost or stolen should promptly contact the
Exchange Agent at 1-800-251-4215 for further instructions.
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8. Questions and Requests for Assistance or Additional Copies
Questions relating to the procedure for tendering, as well as requests for
assistance or additional copies of the Prospectus, this Letter of Transmittal
or the Notice of Guaranteed Delivery, may be directed to the Information Agent
at the address indicated herein. Additional copies of the Prospectus, this
Letter of Transmittal or the Notice of Guaranteed Delivery may also be obtained
from the Information Agent or the Dealer Managers.
9. Important Tax Information; Substitute Form W-9
Federal income tax law requires that a holder whose tendered shares of IBI
Common Stock are accepted for exchange either must provide the Exchange Agent
(as payor) with his or her correct taxpayer identification number ("TIN") on
Substitute Form W-9 below (in the case of a holder who is an individual, his or
her TIN is his or her social security number), or else must provide an adequate
basis for exemption from backup withholding. If the Exchange Agent is not
provided with the correct TIN or an adequate basis for exemption, the holder
may be subject to a $50 penalty imposed by the Internal Revenue Service (the
"IRS") in addition to backup withholding in an amount equal to 30% of the cash
proceeds received in lieu of fractional shares of Limited Common Stock
resulting from the Offer if such amount equals or exceeds $20.
Certain holders (including, among others, all corporations and certain
foreign persons) are exempt from these backup withholding and reporting
requirements. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
To prevent backup withholding, a tendering holder must provide his or her
correct TIN by completing the "Substitute Form W-9" set forth herein,
certifying that the holder is a U.S. person, that the TIN provided is correct
(or that such holder is awaiting a TIN) and that (i) the holder is exempt from
backup withholding, (ii) the holder has not been notified by the IRS that he or
she is subject to backup withholding as a result of the failure to report all
interest or dividends or (iii) the IRS has notified the holder that he or she
is no longer subject to backup withholding. Foreign persons should not complete
the Substitute Form W-9. Certain foreign holders may be exempt from backup
withholding. In order to satisfy the Exchange Agent that a foreign person
qualifies as an exempt recipient, such holders must submit an IRS Form W-8
signed under penalty of perjury attesting to such exempt status. Such an IRS
Form may be obtained from the Exchange Agent.
If the certificate(s) representing shares of IBI Common Stock are in more
than one name or are not in the name of the actual owner, consult the enclosed
guidelines for information on which TIN to report on the Substitute Form W-9.
If you do not have a TIN, consult the enclosed guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 (Box
#7), and complete the Certification of Awaiting Taxpayer Identification Number
(Box #8) in order to avoid backup withholding. Notwithstanding that the box in
Part 2 of Box #7 is checked and the Certification of Awaiting Taxpayer
Identification Number is completed, the Exchange Agent will withhold 30% of all
reportable payments made prior to the time a properly certified TIN is provided
to the Exchange Agent, and if the TIN is provided within 60 days, such amount
will be refunded.
If backup withholding applies, the Exchange Agent is required to withhold
30% of any such cash payments made in lieu of fractional shares of Limited
Common Stock to the stockholder or other payee if such amount equals or exceeds
$20. 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 backup withholding results in an overpayment of
taxes, a refund may be obtained from the IRS.
Holders of shares of IBI Common Stock who acquired their shares at different
times may have different tax bases in their shares of IBI Common Stock, and
should consult with their tax advisors as to the possibility of identifying the
specific shares of IBI Common Stock surrendered in the Offer in order to
establish the basis of the shares of Limited Common Stock issued in exchange
for shares of IBI Common Stock surrendered.
11
THE FOLLOWING BOXES MUST BE COMPLETED BY ALL TENDERING STOCKHOLDERS (OTHER THAN
FOREIGN PERSONS)
(See Instruction 9)
PAYOR'S NAME: EquiServe TRUST COMPANY, N.A.
Box #7
SUBSTITUTE Social security number
Form W-9 Part 1--PLEASE PROVIDE YOURTIN or employer identification number
Department of the IN THE BOX AT RIGHT
Treasury ANDCERTIFY BY ------------------------
Internal Revenue Service SIGNING ANDDATING
BELOW.
Payor's Request for ---------------------------------------------------------------------------------------------
Taxpayer Identification Part 2--Awaiting TIN [_]
Number (TIN) ----------------------------------------------------------------------------------------------
CERTIFICATION--UNDER THE PENALTIES OF PERJURY, ICERTIFY THAT
(1) the number shown on this form is my correct
taxpayeridentification number (or I am waiting for a number
to be issued to me), (2) Iam not subject to backup
withholding either because (a) I am exempt frombackup
withholding, (b) I have not been notified by the Internal
RevenueService that I am subject to backup withholding as a
result of the failure toreport all interest or dividends or
(c) the Internal Revenue Service hasnotified me that I am no
longer subject to backup withholding, and (3) I am aU.S.
person.
----------------------------------------------------------------------------------------------
Signature __________________________________ Date __________________________________________
You must cross out item (2) above if you have been notified
by the InternalRevenue Service that you are currently subject
to backup withholdingbecause of underreporting interest or
dividends on your tax return. However,if after being notified
by the IRS that you were subject to backupwithholding, you
received another notification from the IRS that you are
nolonger subject to backup withholding, do not cross out such
item (2).
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 30% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE 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 2 OF
THE SUBSTITUTE FORM W-9.
12
Box #8
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification number has
not been issued to me, and either that (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 by the
time of payment, 30% of all reportable payments made to me will be withheld,
but that such amounts will be refunded to me if I provide a taxpayer
identification number within sixty (60) days.
Signature _____________________________________________ Date_______________
13
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payor--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payor.
- ---------------------------------------------------------------------------- -----------------------------------------------
Give the Give the EMPLOYER
SOCIAL SECURITY IDENTIFICATION
For this type of account: number of-- For this type of account: number of--
- ---------------------------------------------------------------------------- -----------------------------------------------
1. An individual's The individual 7. Corporate account The corporation
account
2. Two or more The actual owner of the 8. Religious, charitable, The organization
individuals (joint account or, if combined or educational
account) funds, the first individual organization account
on the account(1)
3. Custodian account of The minor(2) 9. Partnership account The partnership
a minor (Uniform held in the name of
Gift to Minors Act) the business
4. a. The usual revocable The grantor-trustee(1) 10. Association, club, or The organization
savings trust account other tax-exempt
(grantor is also organization
trustee)
b. So-called trust The actual owner(1) 11. A broker or The broker or nomi
account that is not a registered nominee
legal or valid trust
under State law
5. Sole proprietorship The owner(3) 12. Account with the The public entity
account Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
6. A valid trust, estate, The legal entity (Do not
or pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated in
the account title.)(4)
- ----------------------------------------------- -------------------- - ------------------------- ---------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner.
(4) List first and circle the name of the legal trust, estate or pension trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
14
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service.
To complete Substitute Form W-9 if you do not have a taxpayer identification
number, write "Applied For" in the space for the taxpayer identification number
in Part 1, sign and date the Form, and give it to the requester. Generally, you
will then have 60 days to obtain a taxpayer identification number and furnish
it to the requester. If the requester does not receive your taxpayer
identification number within 60 days, backup withholding, if applicable, will
begin and continue until you furnish your taxpayer identification number to the
requester.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include
the following:
. An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7).
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any political subdivision or instrumentality thereof.
. A foreign government or a political subdivision, agency or instrumentality
thereof.
. An international organization or any agency or instrumentality thereof.
Payees exempted from backup withholding on broker transactions include the
following:
. A corporation.
. A financial institution.
. A registered dealer in securities or commodities registered in the United
States or a possession of the United States.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An entity registered at all times during the tax year under the Investment
Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payor's trade or business and you have not
provided your correct taxpayer identification number to the payor.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Exempt payees described above should file a Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYOR.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
Privacy Act Notice
Section 6109 requires most recipients of dividends, interest, or other
payments to give taxpayer identification numbers to payors who must report the
payments to IRS. IRS uses the numbers for identification purposes. Payors must
be given the numbers whether or not recipients are required to file tax
returns. Payors must generally withhold 30% of taxable interest, dividends, and
certain other payments to a payee who does not furnish a taxpayer
identification number to a payor. Certain penalties may also apply.
15
Penalties
(1) Penalty For Failure to Furnish Taxpayer Identification Number. If you
fail to furnish your taxpayer identification number to a payor, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Civil Penalty For False Information With Respect to Withholding. If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. Falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE
16
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
Call Collect: (212) 269-5550
or
Call Toll-Free: (800) 628-8532
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO. BANC OF AMERICA
SECURITIES LLC
85 Broad Street 9 West 57th Street
New York, NY 10004 New York, NY 10019
Call Collect: (212) Call Collect: (212)
902-1000 933-2223
Call Toll-Free: (800) Call Toll-Free: (888)
323-5678 521-4492