EXHIBIT (a)(1)(B)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
KLLM TRANSPORT SERVICES, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED APRIL 12, 2000
OF
LOW ACQUISITION, INC.
Wholly-owned by ROBERT E. LOW,
an individual residing in Springfield, Missouri
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, MAY 9, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
Wilmington Trust Company
By Hand/Overnight Courier:
By Mail:
Wilmington Trust Company
Corporate Trust Operations 1105 North Market Street, First Floor
Wilmington Trust Company Wilmington, DE 19801
Rodney Square North Attn: Corporate Trust Operations
1100 North Market Street
Wilmington, DE 19890-0001
By Facsimile Transmission: (302) 651-1079
(For Eligible Institutions Only)
Confirm Facsimile by Telephone: (302) 651-8869
Delivery of this Letter of Transmittal to an address other than as set
forth above, or transmission of instructions via facsimile to a number other
than as set forth above, will not constitute a valid delivery to the
Depositary. You must sign this Letter of Transmittal in the appropriate space
provided below and complete the Substitute Form W-9 set forth below.
The instructions contained within 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) Shares Tendered
appear(s) on Share certificate(s)) (Attach additional signed list if necessary)
- --------------------------------------------------------------------------------------------
Total Number of
Shares Represented Number
Certificate by of Shares
Number(s)(/1/) Certificate(s)(/1/) Tendered(/2/)
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
Total Shares
- -------------------------------------------------------------------------------
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares
represented by Share certificates delivered to the Depositary are being
tendered hereby. See Instruction 4.
This Letter of Transmittal is to be used by stockholders of KLLM Transport
Services, Inc. if certificates for Shares (as such term is defined below) are
to be forwarded herewith or, unless an Agent's Message (as defined in
Instruction 2 below) is utilized, if delivery of Shares is to be made by book-
entry transfer to an account maintained by the Depositary at the Book-Entry
Transfer Facility (as defined in, and pursuant to the procedures set forth in,
Section 3 of the Offer to Purchase). Stockholders who deliver Shares by book-
entry transfer are referred to herein as "Book-Entry Stockholders" and other
stockholders who deliver Shares are referred to herein as "Certificate
Stockholders."
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation
(as defined in Section 3 of the Offer to Purchase) with respect to, their
Shares and all other documents required hereby to the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender
their Shares pursuant to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS
TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY
DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution ______________________________________________
Account Number __________________ Transaction Code Number __________________
[_]CHECK HERE IF 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 Owner(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: [_]
Account Number _________________ Transaction Code Number _________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
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Ladies and Gentlemen:
The undersigned hereby tenders to Low Acquisition, Inc., a Delaware
corporation ("Purchaser"), which corporation is wholly owned by Robert E. Low,
an individual residing in Springfield, Missouri ("Parent"), the above-
described shares of common stock, par value $1.00 per share (the "Common
Stock"), of KLLM Transport Services, Inc., a Delaware corporation (the
"Company"), including the associated preferred stock purchase rights (the
"Rights"), issued pursuant to the Stockholder Protection Rights Agreement
dated as of February 13, 1997 (the "Rights Agreement") between the Company and
KeyCorp Shareholder Services, Inc. (the Common Stock and the Rights together
are referred to herein as the "Shares") pursuant to Purchaser's offer to
purchase all of the outstanding Shares at a price of $7.75 per Share, net to
the seller in cash, without interest thereon (the "Offer Price") upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
April 12, 2000 ("Offer to Purchase") and in this Letter of Transmittal (which,
together with any amendments or supplements thereto or hereto, collectively
constitute the "Offer"). The undersigned understands that Purchaser reserves
the right to transfer or assign, in whole at any time, or in part from time to
time, to one or more of its affiliates, the right to purchase all or any
portion of the Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve Purchaser of its obligations under the Offer and
will in no way prejudice the rights of tendering stockholders to receive
payment for Shares validly tendered and accepted for payment pursuant to the
Offer. Receipt of the Offer is hereby acknowledged.
The Offer is conditioned upon, among other things, (i) the Minimum Tender
Condition; (ii) the Rights Condition; (iii) the Section 203 Condition; and
(iv) the Antitrust Condition, as such terms are defined in the Offer to
Purchase. The Offer is also subject to certain other conditions described in
Section 13 of the Offer to Purchase. The Offer is not conditioned upon Parent
or Purchaser obtaining financing.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance for payment of, and payment for, the Shares
tendered herewith in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Purchaser all
right, title and interest in and to all the Shares that are being tendered
hereby (and any and all non-cash dividends, distributions, rights, other
Shares or other securities issued or issuable in respect thereof on or after
April 12, 2000 (collectively, "Distributions")) and irrevocably constitutes
and appoints the Depositary the true and lawful agent and attorney-in-fact of
the undersigned with respect to such Shares (and all Distributions), with full
power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) deliver certificates for
such Shares (and any and all Distributions), or transfer ownership of such
Shares (and any and all Distributions) on the account books maintained by the
Book-Entry Transfer Facility, together, in any such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (ii) present such Shares (and any and all Distributions) for
transfer on the books of the Company, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and any
and all Distributions), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Robert E. Low in his capacity as an officer of Purchaser, and any
individual who shall thereafter succeed to any such office of Purchaser, and
each of them, as the attorneys-in-fact and proxies of the undersigned, each
with full power of substitution and resubstitution, to vote at any annual or
special meeting of the Company's stockholders or any adjournment or
postponement thereof or otherwise in such manner as each such attorney-in-fact
and proxy or his substitute shall in his sole discretion deem proper with
respect to, to execute any written consent concerning any matter as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, and to otherwise act as each such attorney-in-fact and
proxy or his substitute shall in his sole discretion deem proper with respect
to, all of the Shares (and any and all Distributions) tendered hereby and
accepted for payment by Purchaser. This appointment will be effective if and
when, and only to the extent that, Purchaser accepts such Shares for payment
pursuant to the Offer. This power of attorney and proxy are irrevocable and
are granted in consideration of the acceptance for payment of such Shares in
accordance with the terms of the Offer. Such acceptance for payment shall,
without further action, revoke any prior powers of attorney, proxies, consents
or revocations of consent granted by the undersigned at any time with respect
to such Shares (and any and all Distributions), and no subsequent powers of
attorney, proxies,
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consents or revocations may be given by the undersigned with respect thereto
(and, if given, will not be deemed effective). Purchaser reserves the right to
require that, in order for Shares (or other Distributions) to be deemed
validly tendered, immediately upon Purchaser's acceptance for payment of such
Shares, Purchaser must be able to exercise full voting, consent and other
rights with respect to such Shares (and any and all Distributions), including
voting at any meeting of the Company's stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, that the undersigned owns the Shares
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the
tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act,
and that when the same are accepted for payment by Purchaser, Purchaser will
acquire good, marketable and unencumbered title thereto and to all
Distributions, free and clear of all liens, restrictions, charges and
encumbrances and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby and all
Distributions. In addition, the undersigned shall remit and transfer promptly
to the Depositary for the account of Purchaser all Distributions in respect of
the Shares tendered hereby, accompanied by appropriate documentation of
transfer, and, pending such remittance and transfer or appropriate assurance
thereof, Purchaser shall be entitled to all rights and privileges as owner of
each such Distribution and may withhold the entire purchase price of the
Shares tendered hereby or deduct from such purchase price, the amount or value
of such Distribution as determined by Purchaser in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase this tender is
irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in
the Instructions hereto will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions of the
Offer (and if the Offer is extended or amended, the terms or conditions of any
such extension or amendment). Without limiting the foregoing, if the price to
be paid in the Offer is amended in accordance with the Merger Agreement, the
price to be paid to the undersigned will be the amended price notwithstanding
the fact that a different price is stated in this Letter of Transmittal. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, Purchaser may not be required to accept for payment any of the
Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased and/or return
any certificates for Shares not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered." Similarly, unless otherwise indicated below under "Special
Delivery Instructions," please mail the check for the purchase price of all
Shares purchased and/or return any certificates for Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Shares Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" below are both completed,
please issue the check for the purchase price of all Shares purchased and/or
return any certificates evidencing Shares not tendered or not accepted for
payment (and any accompanying documents, as appropriate) in the name(s) of,
and deliver such check and/or return any such certificates (and any
accompanying documents, as appropriate) to, the person(s) and address(es) so
indicated. Unless otherwise indicated herein in the box entitled "Special
Payment Instructions," please credit any Shares tendered herewith by book-
entry transfer that are not accepted for payment by crediting the account at
the Book-Entry Transfer Facility designated above. The undersigned recognizes
that Purchaser has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder
thereof if Purchaser does not accept for payment any of the Shares so
tendered.
[_]CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.
Number of Shares represented by lost, destroyed or stolen certificates: ____
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check To be completed ONLY if
for the purchase price of Shares certificates for Shares not
accepted for payment is to be tendered or not accepted for
issued in the name of someone payment and/or the check for the
other than the undersigned, if purchase price of Shares accepted
certificates for Shares not for payment is to be sent to
tendered or not accepted for someone other than the
payment are to be issued in the undersigned or to the undersigned
name of someone other than the at an address other than that
undersigned or if Shares tendered shown under "Description of
hereby and delivered by book- Shares Tendered."
entry transfer that are not
accepted for payment are to be
returned by credit to an account
maintained at a Book-Entry
Transfer Facility other than the
account indicated above.
Mail check and/or Share
certificates to:
Name _____________________________
(Please Print)
Address __________________________
----------------------------------
(Include Zip Code)
Issue check and/or Share
certificate(s) to:
----------------------------------
Name _____________________________ (Taxpayer Identification or
(Please Print)
Social Security Number)
Address __________________________ (See Substitute Form W-9)
----------------------------------
----------------------------------
(Include Zip Code)
----------------------------------
(Taxpayer Identification or
Social Security Number)
(See Substitute Form W-9)
Credit Shares delivered by book-
entry transfer and not purchased
to the Book-Entry Transfer
Facility account:
----------------------------------
(Account Number)
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction 1, includes
any participant in the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of the Shares or Rights)
of Shares and Rights tendered herewith, and such registered holder(s) has not
completed either the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions" on the Letter of Transmittal or (b)
if such Shares or Rights are tendered for the account of a financial
institution (including most commercial banks, savings and loan associations
and brokerage houses) that is a participant in good standing in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each, an
"Eligible Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Shares; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed by stockholders of
the Company either if Share certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth herein and in Section
3 of the Offer to Purchase. For a stockholder to validly tender Shares
pursuant to the Offer, either (a) a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), together with any required
signature guarantees or an Agent's Message (in connection with book-entry
transfer) and any other required documents, must be received by the Depositary
at one of its addresses set forth herein prior to the Expiration Date and
either (i) certificates for tendered Shares must be received by the Depositary
at one of such addresses prior to the Expiration Date or (ii) Shares must be
delivered pursuant to the procedures for book-entry transfer set forth herein
and in Section 3 of the Offer to Purchase and a Book-Entry Confirmation must
be received by the Depositary prior to the Expiration Date or (b) the
tendering stockholder must comply with the guaranteed delivery procedures set
forth herein and in Section 3 of the Offer to Purchase.
Unless the Rights Condition (as defined in the Introduction of the Offer to
Purchase) is satisfied, stockholders will be required to tender one Right
(subject to adjustment) for each Share tendered in order to effect a valid
tender of Shares. Accordingly, stockholders who sell their Rights separately
from their Shares and do not otherwise acquire Rights may not be able to
satisfy the requirements of the Offer for a valid tender of Shares. Unless
separate certificates representing the Rights are issued, a tender of Shares
will also constitute a tender of the associated Rights.
Rights are presently evidenced by the certificates for the Common Stock and
the tender by a stockholder of such stockholder's shares of Common Stock will
also constitute a tender of the associated Rights. However, after a Separation
Time (as defined in the Rights Agreement), upon request, the Rights Agent will
send to each record holder of Shares as of the close of business on the
Separation Time a Rights certificate evidencing one Right for each share of
Common Stock held. Pursuant to the Offer, no separate payment will be made by
Purchaser for the Rights. If separate certificates representing the Rights are
issued to holders of Common Stock prior to the time a holder's Shares are
tendered pursuant to the Offer, certificates representing a number of Rights
equal to the number of shares of Common Stock tendered must be delivered to
the Depositary, or, if available, a Book-Entry Confirmation received by the
Depositary with respect thereto, in order for such shares of Common Stock to
be validly tendered. If the Separation Time occurs and separate certificates
representing the Rights are not distributed prior to the time shares of Common
Stock are tendered pursuant to the Offer, Rights may be tendered prior to a
stockholder receiving the certificates for Rights by use of the guaranteed
delivery procedure described below. A tender of shares of Common Stock
constitutes an agreement by the tendering stockholder to deliver certificates
representing all Rights formerly associated with the number of shares of
Common Stock tendered pursuant to the Offer to the Depositary prior to
expiration of the period permitted by such guaranteed delivery procedures for
delivery of certificates for, or a Book-Entry Confirmation with respect to,
Rights (the "Rights Delivery Period"). However, after expiration of the Rights
Delivery Period, Purchaser may elect to reject as invalid a tender of shares
of Common Stock with respect to which certificates for, or a Book-Entry
Confirmation with respect to, the number of Rights required to be tendered
with such Common Stock have not been received by the Depositary. Nevertheless,
Purchaser will be entitled to accept for payment shares of Common
6
Stock tendered by a stockholder prior to receipt of the certificates for the
Rights required to be tendered with such shares of Common Stock, or a Book-
Entry Confirmation with respect to such Rights, and either (a) subject to
complying with applicable rules and regulations of the SEC, withhold payment
for such shares of Common Stock pending receipt of the certificates for, or a
Book-Entry Confirmation with respect to, such Rights or (b) make payment for
shares of Common Stock accepted for payment pending receipt of the
certificates for, or a Book-Entry Confirmation with respect to, such Rights in
reliance upon the agreement of a tendering stockholder to deliver Rights
pursuant to such guaranteed delivery procedures. Any determination by
Purchaser to make payment for shares of Common Stock in reliance upon such
agreement and such guaranteed delivery procedures or, after expiration of the
Rights Delivery Period, to reject a tender as invalid will be made in the sole
and absolute discretion of Purchaser.
Stockholders whose certificates for Shares (or Rights, if applicable) are
not immediately available, including because certificates for Rights have not
yet been distributed by the Rights Agent, or who cannot deliver their
certificates for Shares (or Rights if applicable) and all other required
documents to the Depositary prior to the Expiration Date or who cannot comply
with the book-entry transfer procedures on a timely basis may tender their
Shares by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth herein and in
Section 3 of the Offer to Purchase.
Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary prior to the Expiration Date and
(iii) the certificates for all tendered Shares, in proper form for transfer
(or a Book-Entry Confirmation with respect to all tendered Shares), together
with a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), with any required signature guarantees, or, in the case of
a book-entry transfer, an Agent's Message, and any other required documents
must be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery. A "trading day" is any day on
which the New York Stock Exchange is open for business.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that
Purchaser may enforce such agreement against the participant.
The signatures on this Letter of Transmittal cover the Shares and Rights
tendered hereby.
THE METHOD OF DELIVERY OF SHARES, RIGHTS, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE 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
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering stockholders, by executing
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the Share
certificate numbers with respect to such Shares should be listed on a separate
signed schedule attached hereto.
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4. Partial Tenders. (Not applicable to stockholders who tender by book-
entry transfer). If fewer than all the Shares evidenced by any Share
certificate delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares that are to be tendered in the box entitled
"Number of Shares Tendered" in the "Description of Shares Tendered." In such
case, new certificate(s) for the remainder of the Shares that were evidenced
by the old certificates, 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 Date or the 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 certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
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 Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Purchaser of the authority of such person so
to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share certificates or
separate stock powers are required unless payment or certificates for Shares
not tendered or not accepted for payment are to be issued in the name of a
person other than the registered holder(s). Signatures on any such Share
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the Share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share certificates. Signature(s) on any
such Share certificates or stock powers must be guaranteed by an Eligible
Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the transfer
and sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or if
certificates for Shares not tendered or not accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or
if tendered certificates are registered in the name of any person other than
the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s) or such other
person) payable on account of the transfer to such other person will be
deducted from the purchase price of such Shares purchased unless evidence
satisfactory to Purchaser of the payment of such taxes, or exemption
therefrom, is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES EVIDENCING THE SHARES
TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares accepted for payment is to be issued in the name of,
and/or Share certificates for Shares not accepted for payment or not tendered
are to be issued in the name of and/or 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 should be completed. Any
stockholder(s) delivering Shares by book-entry transfer may request that
Shares not purchased be
8
credited to such account maintained at the Book-Entry Transfer Facility as
such stockholder(s) may designate in the box entitled "Special Payment
Instructions." If no such instructions are given, any such Shares not
purchased will be returned by crediting the account at the Book-Entry Transfer
Facility designated above as the account from which such Shares were
delivered.
8. Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent at its address and phone numbers set forth
below, or from brokers, dealers, commercial banks or trust companies.
9. Waiver of Conditions. Purchaser reserves the absolute right in its sole
discretion to waive, at any time or from time to time, any of the specified
conditions of the Offer, in whole or in part, in the case of any Shares
tendered.
10. Backup Withholding. In order to avoid "backup withholding" of federal
income tax on payments of cash pursuant to the Offer, a stockholder
surrendering Shares in the Offer must, unless an exemption applies, provide
the Depositary with such stockholder's correct Taxpayer Identification Number
("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify,
under penalties of perjury, that such TIN is correct and that such stockholder
is not subject to backup withholding.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the stockholder upon filing an
income tax return.
The stockholder is required to give the Depositary the TIN (i.e., Social
Security Number or Employer Identification Number) of the record owner of the
Shares. If the Shares are held in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is
checked, the stockholder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Depositary will withhold 31% on all payments made prior to the time a properly
certified TIN is provided to the Depositary. However, such amounts will be
refunded to such stockholder if a TIN is provided to the Depositary within 60
days.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
11. Lost, Destroyed or Stolen Share Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by checking the box immediately preceding the
special payment/special delivery instructions and indicating the number of
Shares lost. The stockholder will then be instructed as to the steps that must
be taken in order to replace the Shares certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Shares certificates have been followed.
Important: This Letter of Transmittal or a manually signed facsimile hereof
(together with Certificates or a Book-Entry Confirmation for Shares and any
required signature guarantees, or, in the case of a Book-Entry Transfer, an
Agent's Message, and any other required documents), or a Notice of Guaranteed
Delivery, must be received by the Depositary on or prior to the Expiration
Date.
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IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is his or her Social Security Number. If
a tendering stockholder is subject to backup withholding, such stockholder
must cross out item (2) of the Certification box on the Substitute Form W-9.
If the Depositary is not provided with the correct TIN, the stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such stockholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding.
Certain stockholders (including, among others, all corporations, and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that stockholder must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Depositary. Exempt stockholders, other
than foreign individuals, should furnish their TIN, write "Exempt" on the face
of the Substitute Form W-9 below, and sign, date and return the Substitute
Form W-9 to the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing the form contained herein certifying that the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN).
What Number to Give the Depositary
The stockholder is required to give the Depositary the Social Security
Number or Employer Identification Number of the record owner of 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. If the tendering stockholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the near future,
such stockholder should write "Applied For" in the space provided for in the
TIN in Part 1, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part 1 and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31% on all payments of the purchase price
until a TIN is provided to the Depositary.
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IMPORTANT
STOCKHOLDER: SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 ONFOLLOWING PAGE
__________________
__________________
(Signature(s) of Stockholder(s))
Dated: _________________, 2000
(Must be signed by registered holder(s) exactly 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, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please
provide the following information and see Instruction 5.)
Name(s) ________________________________________________________________
________________________________________________________________________
(Please Print)
Name of Firm ___________________________________________________________
________________________________________________________________________
Capacity (full title) __________________________________________________
(see Instruction 5)
Address ________________________________________________________________
(Include Zip Code)
________________________________________________________________________
Area Code and Telephone Number _________________________________________
Taxpayer Identification or Social Security Number ______________________
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature ___________________________________________________
________________________________________________________________________
Name(s) ________________________________________________________________
________________________________________________________________________
(Please Print)
Title __________________________________________________________________
Name of Firm ___________________________________________________________
Address ________________________________________________________________
(Include Zip Code)
________________________________________________________________________
Area Code and Telephone Number _________________________________________
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PAYOR'S NAME:
- --------------------------------------------------------------------------------
Part 1--PLEASE PROVIDE YOUR Social Security Number (If
TIN IN THE BOX AT RIGHT AND awaiting TIN write "Applied
CERTIFY BY SIGNING AND For") or
DATING BELOW. //
SUBSTITUTE ----------------------------
Form W-9 Employer Identification
Number
Department of
the Treasury (If awaiting TIN write
"Applied For")
Internal Revenue -------------------------------------------------------------
Service
Payor's Request Part 2--Certificate--Check under penalties of perjury, I
for certify that: (1) The number shown on this form is my
Taxpayer correct TIN (or I am waiting for a number to be issued for
Identification me), and (2) I am not subject to backup withholding
Number ("TIN") because: (a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue Service
(the "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.
Note: Failure to complete and return this Form W-9 may result in backup
withholding of 31% of any cash payments made to you pursuant to the Offer.
Please review the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional details.
-------------------------------------------------------------
You must complete the following certificate if you checked the box in
part 3 of the Substitute Form W-9.
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 because of
under reporting interest or dividends on
your tax returns. However, if after being
notified by the IRS that you are subject to
backup withholding, you receive another
notification from the IRS that you are no
longer subject to backup withholding, do
not cross out such item (2). (Also see Part 3--
instructions in the enclosed Guidelines). Awaiting
TIN (right
arrow) [_]
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER ("TIN")
I certify under penalties of perjury that a TIN has not been issued to me,
and either (1) I have mailed or delivered an application to receive a TIN 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 TIN to the
Depositary by the time of payment, 31% of all reportable payments made to me
thereafter will be withheld, but that such amounts will be refunded to me if
I provide a certified TIN to the Depositary within sixty (60) days.
Signature ______________________________ Date _____________________, 2000
SIGNATURE (right arrow) DATE (right
arrow) 2000
Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent at its address and telephone numbers set
forth below:
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
(212) 929-5550
or
Call toll free (800) 322-2885
12