EXHIBIT (A)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
SMT HEALTH SERVICES INC.
AT $11.75 NET PER SHARE IN CASH
PURSUANT TO THE OFFER TO PURCHASE DATED JUNE 30, 1997
BY
THREE RIVERS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
THREE RIVERS HOLDING CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, JULY 28, 1997, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Hand: Overnight Courier: By Mail:
Reorganization Department Reorganization Department Reorganization Department
40 Wall Street, 46th Floor 40 Wall Street, 46th Floor 40 Wall Street, 46th Floor
New York, N.Y. 10005 New York, N.Y. 10005 New York, N.Y. 10005
Facsimile Transmission (for Eligible Institutions only):
(718) 234-5001
Confirm Receipt of Guaranteed Delivery by Telephone:
(718) 921-8200
---------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A DELIVERY TO THE
DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE
APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------
NAME(S) AND
ADDRESS(ES) OF
REGISTERED
HOLDER(S)
(PLEASE FILL
IN, IF BLANK,
EXACTLY AS
NAME(S)
APPEAR(S) ON SHARES TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- -------------------------------------------------------------------
TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
------------- --------------- ---------------
------------- --------------- ---------------
------------- --------------- ---------------
------------- --------------- ---------------
TOTAL SHARES
TENDERED
- -------------------------------------------------------------------------------
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares
represented by certificates delivered to the Depositary are being
tendered. See Instruction 4.
This Letter of Transmittal is to be completed by stockholders of SMT Health
Services Inc. either if certificates for tendered Shares (as defined below)
are to be forwarded herewith or if delivery of Shares is to be made by book-
entry transfer to an account maintained by the Depositary at The Depository
Trust Company ("DTC") or Philadelphia Depository Trust Company ("PDTC" and,
together with DTC, the "Book-Entry Transfer Facilities") pursuant to the
procedures set forth in Section 2 of the Offer to Purchase (as defined below).
Stockholders who deliver Shares by book-entry transfer are referred to herein
as "Book-Entry Stockholders" and other stockholders are referred to herein as
"Certificate Stockholders." If a stockholder desires to tender Shares pursuant
to the Offer (as defined below) and such stockholder's certificates for Shares
are not immediately available or the procedure for book-entry transfer cannot
be completed on a timely basis or time will not permit all required documents
to reach the Depositary prior to the Expiration Date (as defined in Section 1
of the Offer to Purchase), such stockholder's tender may nevertheless be
effected by complying with the guaranteed delivery procedure set forth in
Section 2 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS
TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution ______________________________________________
Check Box of Book-Entry Transfer Facility:
[_]DTC
[_]PDTC
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 Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution that Guaranteed Delivery _______________________________
If delivered by book-entry transfer check box of Book-Entry Transfer
Facility: __________________________________________________________________
[_]DTC
[_]PDTC
Account Number ________________________________________________________________
Transaction Code Number _______________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Three Rivers Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Three Rivers
Holding Corp., a Delaware corporation ("Parent"), the above-described shares
of Common Stock, $.01 par value (the "Shares"), of SMT Health Services Inc., a
Delaware corporation (the "Company"), including the associated Rights (as
hereinafter defined), pursuant to the Purchaser's offer to purchase all
outstanding Shares at a purchase price of $11.75 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase dated June 30, 1997 (the "Offer to Purchase"),
and this Letter of Transmittal (which together constitute the "Offer"),
receipt of which is hereby acknowledged. Unless the context otherwise
requires, all references herein to Shares shall include the associated Rights
(as defined in the Rights Agreement between the Company and American Stock
Transfer & Trust Company, as Rights Agent, dated as of November 8, 1995, as
amended June 23, 1997 (the "Rights Agreement")). All capitalized terms used
and not otherwise defined herein shall have the meanings ascribed to them in
the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, subject to, and
effective upon, acceptance for payment of the Shares tendered herewith by the
Purchaser, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Purchaser all right, title and interest in and to all the Shares
that are being tendered hereby (and any and all other Shares or other
securities or rights issued or issuable in respect thereof on or after June
24, 1997), and irrevocably constitutes and appoints the Depositary the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares (and any such other Shares or securities or rights), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), (i) to deliver certificates for such Shares (and
any such other Shares or securities or rights) or transfer ownership of such
Shares (and any such other Shares or securities or rights) on the account
books maintained by a Book-Entry Transfer Facility together, in each case,
with all accompanying evidences of transfer and authenticity to, or upon the
order of, the Purchaser, (ii) to present such Shares (and any such other
Shares or securities or rights) for transfer on the Company's books and (iii)
to receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any such other Shares or securities or rights),
all in accordance with the terms of the Offer. In addition, the undersigned
shall promptly remit and transfer to the Depositary for the account of the
Purchaser any and all such other Shares, securities or rights, accompanied by
appropriate documentation of transfer; and, pending such remittance or
appropriate assurance thereof, the Purchaser shall, subject to applicable law,
be entitled to all rights and privileges as owner of such other Shares,
securities or rights and may withhold the entire purchase price, or deduct
from the purchase price, the amount of value thereof as determined by the
Purchaser in its sole discretion.
The undersigned hereby represents and warrants that (i) the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any and all other Shares or other securities or rights
issued or issuable in respect of such Shares on or after June 24, 1997) and
(ii) when such Shares (and any such other Shares or securities or rights) are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, claims and encumbrances and the same will not be subject to any
adverse claim. 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 any and all such other Shares or securities or rights).
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
The undersigned hereby irrevocably appoints designees of the Purchaser, and
each of them, as the undersigned's attorneys-in-fact and proxies in the manner
set forth herein, each with full power of substitution, to the full extent of
the undersigned's rights with respect to the Shares tendered by the
undersigned and accepted for payment by the Purchaser and with respect to any
and all other Shares or other securities or rights issued or issuable in
respect of such Shares on or after June 24, 1997. All such proxies shall be
considered coupled with an interest in the tendered Shares. Such appointment
will
be effective when, and only to the extent that, the Purchaser accepts for
payment Shares tendered by the undersigned as provided in the Offer to
Purchase. Upon such acceptance for payment, all prior powers of attorney and
proxies given by the undersigned with respect to such Shares or other
securities or rights will, without further action, be revoked and no
subsequent powers of attorney and proxies may be given (and, if given, will
not be deemed effective). The designees of the Purchaser will thereby be
empowered to exercise all voting and other rights with respect to such Shares
or other securities or rights in respect of any annual, special or adjourned
meeting of the Company's stockholders, or otherwise, as they in their sole
discretion deem proper. The Purchaser reserves the right to require that, in
order for Shares to be deemed validly tendered, immediately upon the
Purchaser's acceptance for payment of such Shares, the Purchaser must be able
to exercise full voting and other rights with respect to such Shares and other
securities or rights, including voting at any meeting of stockholders then
scheduled. The powers of attorney and proxies granted hereby are irrevocable
and are granted in consideration of the acceptance for payment of such Shares
in accordance with the terms of the Offer.
The undersigned understands that the valid tender of Shares pursuant to any
of the procedures described in Section 2 of the Offer to Purchase and in the
Instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment (and accompanying documents,
as appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Shares Tendered." In the event that both Special Delivery
Instructions and Special Payment Instructions are completed, please issue the
check for the purchase price and/or return any certificates for Shares not
tendered or accepted for payment (and any accompanying documents, as
appropriate) in the name of, and deliver such check and/or return such
certificates (and any accompanying documents, as appropriate) to, the person
or persons so indicated. The undersigned recognizes that the Purchaser has no
obligation pursuant to Special Payment Instructions to transfer any Shares
from the name(s) of the registered holder(s) thereof if the Purchaser does not
accept for payment any of the Shares so tendered.
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 certifi- To be completed ONLY if certifi-
cates for Shares not tendered or cates for Shares not tendered or
not accepted for payment and/or not accepted for payment and/or
the check for the purchase price the check for the purchase price
of Shares accepted for payment of Shares accepted for payment
are to be issued in the name of are to be sent to someone other
someone other than the under- than the undersigned or to the
signed. undersigned at an address other
than that above.
Issue [_] Check [_] Certificates
to:
Mail [_] Check [_] Certificates
to:
Name _____________________________ Name _____________________________
(PLEASE PRINT) (PLEASE PRINT)
Address __________________________ Address __________________________
__________________________________ __________________________________
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
__________________________________
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
(COMPLETE SUBSTITUTE FORM W-9
BELOW)
STOCKHOLDER SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
.......................................................
.......................................................
(SIGNATURE(S) OF STOCKHOLDER(S))
(Must be signed by registered holder(s) as name(s)
appear(s) on the Share 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 trustee(s),
executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, officer(s) of a corporation or
others acting in a fiduciary or representative
capacity, please provide the following information and
see Instruction 5.)
Date ..................................................
Name(s)................................................
.......................................................
(PLEASE PRINT)
Capacity (Full Title) .................................
Address................................................
.......................................................
(INCLUDE ZIP CODE)
Area Code and Tel. No. ................................
Taxpayer Identification or Social Security No. ........
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ..................................
Name ..................................................
(PLEASE PRINT)
Name of Firm ..........................................
Address ...............................................
.......................................................
(INCLUDE ZIP CODE)
Area Code and Tel. No. ................................
Date ............................................, 1997
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signature. No signature guarantee is required on this Letter
of Transmittal if (a) this Letter of Transmittal is signed by the registered
holder of Shares (which term, for purposes of this document, includes any
participant in any of the Book-Entry Transfer Facilities' systems whose name
appears on a security position listing as the owner of the Shares) tendered
herewith and such registered holder has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" above or (b) such Shares are tendered for the account of a firm
that is a participant in the Securities Transfer Agents Medallion Program or
the New York Stock Exchange Medallion Signature Guarantee 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, an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5 to this Letter of Transmittal. If the
certificates for Shares are registered in the name of a person other than the
signer of this Letter of Transmittal, or if payment is to be made or
certificates for Shares not tendered or not accepted for payment are to be
issued to a person other than the registered holder of the certificates
surrendered, the tendered certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name or names
of the registered holders or owners appear on the certificates, with the
signatures on the certificates or stock powers guaranteed as aforesaid. See
Instruction 5 to this Letter of Transmittal.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders either if certificates are to be forwarded herewith or if
delivery of Shares is to be made pursuant to the procedures for book-entry
transfer set forth in Section 2 of the Offer to Purchase. For a stockholder
validly to tender Shares pursuant to the Offer, either (a) a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
together with any required signature guarantees (or an Agent's Message in
connection with a book-entry transfer of Shares) and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth herein and either certificates for tendered
Shares must be received by the Depositary at one of such addresses or such
Shares must be delivered pursuant to the procedure for book-entry transfer set
forth in Section 2 of the Offer to Purchase (and a Book-Entry Confirmation (as
defined in the Offer to Purchase) received by the Depositary), in each case,
on or prior to the Expiration Date, or (b) the tendering stockholder must
comply with the guaranteed delivery procedure set forth in Section 2 of the
Offer to Purchase. Pursuant to such procedure, (a) such tender must be made by
or through an Eligible Institution, (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Purchaser, must be received by the Depositary, as provided in Section 2 of the
Offer to Purchase, on or prior to the Expiration Date and (c) the certificates
for all tendered shares, in proper form for transfer (or a Book-Entry
Confirmation with respect to such Shares), together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees and any other documents required by this Letter
of Transmittal, must be received by the Depositary within three Nasdaq
National Market trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in Section 2 of the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY,
IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE
DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. 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. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ACCOMPANYING SHARES WILL
BE DEEMED EFFECTIVE, AND RISK OF LOSS WITH RESPECT TO SUCH LETTER OF
TRANSMITTAL AND ACCOMPANYING CERTIFICATE(S) WILL PASS, ONLY WHEN SUCH LETTER
OF TRANSMITTAL AND ACCOMPANYING CERTIFICATE(S) ARE ACTUALLY RECEIVED BY THE
DEPOSITARY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal (or facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer
than all the Shares evidenced by any certificate submitted are to be tendered,
fill in the number of Shares that are to be tendered in the box entitled
"Number of Shares Tendered." In any such case, new certificate(s) for the
remainder of the Shares that were evidenced by the old certificate(s) will be
sent to the registered holder, unless otherwise provided in the appropriate
box on this Letter of Transmittal, as soon as practicable after the expiration
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 of the Shares
tendered hereby, the signature must correspond with the name as written on the
face of the certificate(s) without any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and proper evidence satisfactory
to the Purchaser of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not tendered or accepted for payment are to be issued
to, a person other than the registered owner(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If the certificates for Shares are registered in the name of a person other
than the signer of this Letter of Transmittal, or if payment is to be made or
certificates for Shares not tendered or not accepted for payment are to be
issued to a person other than the registered holder of the certificates
surrendered, the tendered certificates must be endorsed or accompanied by
appropriate stock powers, in either case, signed exactly as the name or names
of the registered holders or owners appear on the certificates, with the
signatures on the certificates or stock powers guaranteed as aforesaid. See
Instruction 1. Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. The Purchaser will pay any stock transfer taxes
with respect to the transfer and sale of Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or if
certificate(s) for Shares not tendered or accepted for payment are to be
registered in the name(s) of, any person(s) other than the registered
owner(s), or if tendered certificate(s) are registered in the name(s) of any
person(s) other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered
holder(s) or such other person(s)) payable on account of the transfer to such
other person(s) will be deducted from the purchase price unless satisfactory
evidence 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) LISTED IN THIS LETTER
OF TRANSMITTAL.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name(s) of, and/or certificate(s) for Shares not tendered or not accepted
for payment are to be returned to, a person other than the signer of this
Letter of Transmittal or if a check is to be sent and/or such certificates are
to be returned to a person other than the signer of this Letter of Transmittal
or to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal must be completed. Any stockholder(s) delivering Shares
by book-entry transfer may request that Shares not accepted for payment be
credited to such account maintained at a Book-Entry Transfer Facility as such
stockholder(s) may designate.
8. Waiver of Conditions. Subject to the terms of the Offer, the Purchaser
reserves the absolute right in its sole discretion to waive any of the
specified conditions of the Offer, in whole or in part, in the case of any
Shares tendered.
9. Substitute Form W-9. In order to avoid "backup withholding" of Federal
income tax on payments of cash pursuant to the Offer, a stockholder
surrendering Shares in the Offer must (a) provide the Depositary with such
stockholder's correct taxpayer identification number ("TIN") on Substitute
Form W-9 below and (b) certify under penalty of perjury that such TIN is
correct and that such stockholder is not subject to backup withholding. If a
stockholder does not provide its correct TIN or fails to provide the
certifications described above, the Internal Revenue Service ("IRS") may
impose a penalty on such stockholder and any payment of cash to such
stockholder pursuant to the Offer may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding. Noncorporate
foreign stockholders should complete and sign the main signature form and a
Form W-8, Certificate of Foreign Status, a copy of which may be obtained from
the Depositary, in order to avoid backup withholding.
If backup withholding applies, the Depositary is required to withhold 31% of
any such payments made to the stockholder or other payee. Backup withholding
is not an additional income tax. Rather, the tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld, provided
that the required information is given to the IRS. If withholding results in
an overpayment of taxes, a refund may be obtained from the IRS.
The box in Part 2 of the Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN but has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 2 is checked, the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN
is provided to the Depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the Depositary within 60 days.
The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the Shares. 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.
10. Requests for Assistance or Additional Copies. Requests for 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 should be directed to the
Information Agent at its address as set forth below. Questions or requests for
assistance may be directed to the Information Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH
CERTIFICATES FOR, OR A BOOK-ENTRY CONFIRMATION WITH RESPECT TO, TENDERED
SHARES WITH ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED
DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION DATE.
PART 1--PLEASE PROVIDE YOUR
SUBSTITUTE TIN IN THE BOX AT RIGHT AND ----------------------
FORM W-9 CERTIFY BY SIGNING AND Social Security
DATING BELOW. Number(s)
DEPARTMENT OF ----------------------------
THE TREASURY PART 2--TIN Applied for [_] OR
INTERNAL
REVENUE
SERVICE
----------------------
Employer Identification
Number
CERTIFICATIONS--Under the 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),
PAYOR'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER ("TIN")
(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, and
(3) any other information provided on this form is
true and correct.
--------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item
(2) above if you have been notified by the IRS that
you are currently subject to backup withholding be-
cause of underreporting interest or dividends on your
tax returns. However, if after being notified by the
IRS that you are subject to backup withholding, you
received another notification from the IRS stating
that you are no longer subject to backup withholding,
do not cross out such item (2).
- -------------------------------------------------------------------------------
SIGNATURE:_______________________________ DATE:_____________________, 1997
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 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 SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under the penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered
an application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld
until I provide this number.
Signature ________________________________________ Date __________________
Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers as set forth below.
The Information Agent for the Offer is:
MACKENZIE
PARNTERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
The Dealer Manager for the Offer is:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
2121 Avenue of the Stars, Suite 3000
Los Angeles, CA 90067
(310) 282-5597 (Collect)