LETTER OF TRANSMITTAL
To Tender Shares Of Common Stock
of
ROBERTSON-CECO CORPORATION
Pursuant To The Offer To Purchase Dated May 4, 2000
by
RHH ACQUISITION CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON JUNE 2, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
American Stock Transfer and Trust Company
By Mail: By Facsimile Transmission: By Hand or Overnight
Courier:
American Stock Transfer (718) 234-5001
and Trust Company American Stock Transfer
Reorganization Department For Information Telephone: and Trust Company
40 Wall Street, 46th Reorganization Department
Floor
(718) 921-8200 40 Wall Street, 46th
New York, NY 10005 Floor
New York, NY 10005
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION 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 ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders of Robertson-
Ceco Corporation, if either certificates evidencing Shares (as defined below)
("Certificates") are to be forwarded with this Letter of Transmittal or,
unless an Agent's Message (as defined in the Offer to Purchase (as defined
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 under "THE TENDER OFFER--Acceptance for Payment and
Payment for Shares" of the Offer to Purchase) pursuant to the procedures set
forth under "THE TENDER OFFER--Procedures for Tendering Shares" of the Offer
to Purchase. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES
NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Stockholders whose Certificates are not immediately available or who cannot
deliver their Certificates and all other required documents to the Depositary
prior to the Expiration Date (as defined under "THE TENDER OFFER--Terms of the
Offer" of the Offer to Purchase), or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Shares according to
the guaranteed delivery procedures set forth under "THE TENDER OFFER--
Procedures for Tendering Shares" of the Offer to Purchase. See Instruction 2.
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (Please fill in, if blank,
exactly as name(s) appear(s) on the enclosed Certificate(s))
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DESCRIPTION OF SHARES TENDERED (Attach Additional Signed List, If Necessary)
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Total Number of Shares
Certificate Number(s)* Represented By Certificate(s)*
Number of Shares Tendered**
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Total Number of Shares Tendered....................
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* Need not be completed by stockholders delivering Shares by book-entry
transfer through the Depositary.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are being
tendered. See Instruction 4.
[_]CHECK HERE IF CERTIFICATES HAVE BEEN LOST OR MUTILATED. SEE INSTRUCTION
12.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (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. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED
DELIVERY.
Name(s) of Registered Stockholder(s): ____________________________________
Window Ticket Number (if any): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: ______________________
Name of Institution which Guaranteed Delivery: ___________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to RHH Acquisition Corp., a Delaware
corporation ("Purchaser"), the above-described shares of Common Stock, par
value $0.01 per share (the "Shares"), of Robertson-Ceco Corporation, a
Delaware corporation (the "Company"), pursuant to Purchaser's offer to
purchase any and all of the outstanding Shares at a purchase price of $11.50
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated May 4,
2000 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which, as amended from time to time, together
with the Offer to Purchase collectively constitute the "Offer"). The Offer is
being made pursuant to an Agreement and Plan of Merger, dated as of April 20,
2000 (the "Merger Agreement"), between Purchaser and the Company. The
Purchaser was formed by The Heico Companies, LLC. E.A. Roskovensky and Andrew
G.C. Sage II are also stockholders of Purchaser. The undersigned understands
that Purchaser reserves the right to assign its right to purchase all or any
portion of the Shares tendered pursuant to the Offer to a wholly owned
subsidiary of Purchaser, but any such assignment will not relieve Purchaser of
its obligations under the Offer or prejudice the rights of the tendering
stockholders to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of, or payment for,
the Shares tendered herewith, 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 other
shares or other securities issued or issuable in respect of such Shares on or
after the date of the Offer to Purchase) and irrevocably appoints American
Stock Transfer and Trust Company (the "Depositary") the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares (and such
other shares or securities), with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(a) deliver certificates for such Shares (and such other shares or
securities), or transfer ownership of such Shares (and such other Shares or
securities) 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 the Purchaser, (b) present
such Shares (and such other shares or securities) for transfer on the books of
the Company and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and such other shares or securities), all
in accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints each designee of Purchaser as
the attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to the full extent of the rights of the undersigned with respect
to the Shares tendered herewith and accepted for payment by Purchaser prior to
the time of any vote or other action (and any and all other shares or other
securities issued or issuable in respect of such Shares on or after the date
of the Offer to Purchase). All such powers of attorney and proxies shall be
considered irrevocable and coupled with an interest. Such appointment will be
effective when, and only to the extent that, Purchaser accepts such Shares for
payment. Upon such acceptance for payment, all prior powers of attorney and
proxies given by the stockholder with respect to such Shares (and such other
shares and securities) will, without further action, be revoked and no
subsequent powers of attorney and proxies may be given nor any subsequent
written consents executed (and, if given or executed, will not be deemed
effective). The designees of Purchaser will, with respect to the Shares (and
such other shares and securities) for which such appointment is effective, be
empowered to exercise all voting and other rights of such stockholder as they
in their sole discretion may deem proper at any annual or special meeting of
the Company's stockholders, or any adjournment or postponement thereof, by
written consent in lieu of any such meeting or otherwise. Purchaser reserves
the right to require that, in order for Shares to be deemed validly tendered,
immediately upon Purchaser's payment for such Shares, Purchaser must be able
to exercise full voting and other rights with respect to such Shares (and such
other shares and securities), including voting at any meeting of stockholders
then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any and all other shares or other securities issued or
issuable in respect of such Shares on or after the date of the Offer to
Purchase) and that when the same are
3
accepted for payment by Purchaser, Purchaser will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The undersigned, upon
request, will 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 such other shares
or securities).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under "THE TENDER OFFER--Terms of the Offer" 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.
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 in this Letter of Transmittal under "Special
Payment Instructions," please issue the check for the purchase price and
return any Shares not tendered or not purchased in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price and return any
Certificates not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and
"Special Delivery Instructions" are completed, please issue the check for the
purchase price and return any Shares not tendered or not purchased in the
name(s) of, and mail such check and any certificates to, the person(s) so
indicated. Unless otherwise indicated under "Special Payment Instructions," in
the case of book-entry delivery of Shares, please credit the account
maintained at the Book-Entry Transfer Facility with respect to any Shares not
accepted for payment. The undersigned recognizes that Purchaser has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if Purchaser does not
accept for payment any of the Shares so tendered.
SPECIAL DELIVERY INSTRUCTIONS
SPECIAL PAYMENT 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 the check for the purchase price of Shares
for the purchase price of Shares accepted for payment and/or
accepted for payment and/or Certificates for Shares not
Certificates for Shares not tendered or not accepted for
tendered or not accepted for payment are to be mailed to
payment are to be issued in the someone other than the undersigned
name of someone other than the or to the undersigned at an
undersigned, or if Shares address other than that shown
delivered by book-entry transfer above.
that are not accepted for payment
are to be returned by credit to an
account maintained at the Book-
Entry Transfer Facility other than
the account indicated above.
Mail check and/or certificate(s)
to:
Name ______________________________
(Please Type or Print)
Address ___________________________
Issue check and/or certificate(s) -----------------------------------
to: -----------------------------------
Name ______________________________ (Include a Zip Code)
(Please Type or Print)
Address ___________________________
-----------------------------------
-----------------------------------
(Include a Zip Code)
-----------------------------------
(Recipient's Tax Identification or
Social Security Number)
(Also Complete Substitute Form W-9
Below)
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PLEASE SIGN HERE:
(To Be Completed By All Stockholders)
(Please Complete Substitute Form W-9 Below)
X Dated: , 2000
X Dated: , 2000
SIGNATURE(S) OF STOCKHOLDER(S)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a
corporation or other person acting in a fiduciary or representative
capacity, please set forth full title and see Instruction 5).
Name(s): _________________________________________________________________
(Please Type or Print)
Capacity (full title): ___________________________________________________
Address: _________________________________________________________________
(Include a Zip Code)
Area Code and Telephone No.: _____________________________________________
(Home)
----------------------------------------------------
(Business)
Tax Identification Number or Social Security Number: _____________________
(Complete Substitute Form W-9 Below)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY, PLACE MEDALLION GUARANTEE IN
SPACE BELOW.
Authorized Signature(s): _________________________________________________
Name: ____________________________________________________________________
(Please Type or Print)
Title: ___________________________________________________________________
Name of Firm: ____________________________________________________________
Address: _________________________________________________________________
(Include a Zip Code)
Area Code and Telephone Number: __________________________________________
Dated: , 2000
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, signatures
on Letters of Transmittal must be guaranteed by a member in good standing of
the Securities Transfer Agents Medallion Program, or by any other firm which
is a bank, broker, dealer, credit union or savings association (each of the
foregoing being referred to as an "Eligible Institution" and, collectively, as
"Eligible Institutions"), except in cases where Shares are tendered (a) by a
registered holder of Shares who has not completed either the box labeled
"Special Delivery Instructions" or the box labeled "Special Payment
Instructions" on the Letter of Transmittal or (b) for the account of any
Eligible Institution. See Instruction 5. If the Certificates 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 not accepted for payment or not
tendered are to be returned, to a person other than the registered holder,
then the Certificates must be endorsed or accompanied by duly executed stock
powers, in either case, signed exactly as the name of the registered holder
appears on such Certificates, with the signatures on such Certificates or
stock powers guaranteed by an Eligible Institution as provided herein. See
Instruction 5.
2. Requirements of Tender. This Letter of Transmittal is to be used if
either Certificates are to be forwarded herewith or, unless an Agent's Message
is utilized, if the delivery of Shares is to be made by book-entry transfer
pursuant to the procedures set forth under "THE TENDER OFFER--Procedures for
Tendering Shares" of the Offer to Purchase. Certificates for all physically
delivered Shares, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered electronically, as well as a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof) and any other
documents required by this Letter of Transmittal or an Agent's Message (as
defined in the Offer to Purchase) in the case of a book-entry delivery, must
be received by the Depositary at one of its addresses set forth on the front
page of this Letter of Transmittal by the Expiration Date (as defined in the
Offer to Purchase). Stockholders who cannot deliver their Shares and all other
required documents to the Depositary by the Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedures set forth under "THE
TENDER OFFER--Procedures for Tendering Shares" of the Offer to Purchase.
Pursuant to such procedures, (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 Purchaser, must be
received by the Depositary prior to the Expiration Date; and (c) the
Certificates for all tendered Shares, in proper form for transfer (or a Book-
Entry Confirmation (as defined in the Offer to Purchase)), together with a
properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), and any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message, and any other documents
required by this Letter of Transmittal must be received by the Depositary
within three trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided under "THE TENDER OFFER--Procedures for
Tendering Shares" of the Offer to Purchase. The term "trading day" is any day
on which the New York Stock Exchange is open for business.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal
(or a manually signed facsimile thereof), the tendering stockholder waives any
right to receive any notice of the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided in this Letter of Transmittal is
inadequate, the information required under "Description of Shares Tendered"
should be listed on a separate schedule attached hereto.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares represented by any Certificate
delivered to the Depositary are to be tendered, fill in the number of
Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such case, a new Certificate for the remainder of the Shares
represented by the old Certificate(s) will be sent to the person(s) signing
this Letter of Transmittal unless otherwise provided in the appropriate box on
this Letter of Transmittal, as promptly as practicable after the Expiration
Date. All Shares represented by Certificate(s) delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Instruments of Transfer and
Endorsements. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond with
the name(s) as written on the face of the Certificates without alteration,
enlargement or any change whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different Certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
Certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Certificates or separate stock
powers are required unless payment of the purchase price is to be made, or
Shares not tendered or not purchased are to be returned, in the name of any
person other than the registered holder(s), in which case, the Certificate(s)
for such Shares tendered hereby must be endorsed, or accompanied by
appropriate stock powers, in either case, signed exactly as the name(s) of the
registered holder(s) appears(s) on the Certificate(s) for such Shares.
Signatures on any such Certificates or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Certificate must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the
Certificates for such Shares. Signature(s) on any such Certificates or stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person so to act must be
submitted.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6,
Purchaser will pay any stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or Shares not tendered or not
purchased are to be returned in the name of, any person other than the
registered holder(s), then the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) payable
on account of the transfer to such person 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 CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. Special Payment and Delivery Instructions. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or
not purchased are to be returned, in the name of a person other than the
person(s) signing this Letter of Transmittal or if the check or any
Certificates not tendered or not purchased are to be mailed to someone other
than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal at an address other than that shown above,
the appropriate boxes on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer may request that Shares
not purchased be credited to an account maintained at the Book-Entry Transfer
Facility as such stockholder may designate under "Special Payment
Instructions." If no such instructions are given, any such Shares not
purchased will be credited to an account maintained at the Book-Entry Transfer
Facility.
8. Substitute Form W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below
and to certify that the stockholder is not subject to backup withholding.
Failure to provide the information on the Substitute Form W-9 may subject the
tendering stockholder to a penalty and 31% federal income tax backup
withholding on the payment of the purchase price for the Shares. 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, the tendering stockholder
should follow the instructions set forth in the Substitute Form W-9 and sign
and date both the Substitute Form W-9 and the "Certification of Awaiting
Taxpayer Identification Number." If the stockholder has indicated in the
Substitute Form W-9 that a TIN has been applied for and the Depositary is not
provided with a TIN by the time of payment, the Depositary will withhold 31%
of all payments of the purchase price, if any, made thereafter pursuant to the
Offer until a TIN is provided to the Depositary. Such amounts, however, will
be refunded if a TIN is provided to the Depositary within 60 days.
9. Foreign Holders. Foreign holders must submit a completed IRS Form W-8 to
avoid 31% backup withholding. IRS Form W-8 may be obtained by contacting the
Depositary at the address on the face of this Letter of Transmittal.
10. Requests for Assistance or Additional Copies. Requests for assistance
or additional copies of the Offer to Purchase and this Letter of Transmittal
may be obtained from the Company, 5000 Executive Parkway, Suite 425, San
Ramon, CA 94583, Telephone: (925) 543-7599, Attention: E.A. Roskovensky or
Ronald D. Stevens.
11. Waiver of Conditions. The conditions of the Offer may be waived by
Purchaser, in whole or in part, at any time or from time to time, in
Purchaser's sole discretion, as set forth in the Offer to Purchase.
12. Lost or Destroyed Certificates. If any Certificate(s) representing
Shares has been lost or destroyed, the holders should promptly notify the
Depositary, which also acts as the Company's transfer agent. The holders will
then be instructed as to the procedure to be followed in order to replace the
Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed Certificates
have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE COPY
HEREOF (TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND
ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
PAYER'S NAME: AMERICAN STOCK TRANSFER AND TRUST COMPANY
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TIN:
SUBSTITUTE Part 1--Please provide your -----------------------
FORM W-9 TIN in the box at right and Social Security Number
Department of the certify by signing and dating or
Treasury, Internal below. Employer
Revenue Service Identification Number
(If waiting for TIN,
write "Applied For")
Payer's Request
for Taxpayer ----------------------------------------------------------
Identification Part 2--For payees exempt from
Number ("TIN") backup withholding, please
write "EXEMPT" in the box at
right.
-----------------------
----------------------------------------------------------
Part 3--Certification--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT:
(1) The number shown on this form is my correct
taxpayer identification number (or I am waiting for
a number to be issued to me)
(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 (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.
Certification Instructions--You must cross out item
(2) above if you have been notified by the IRS that
you are subject to backup withholding because of
underreporting interest or dividends on your tax
return and you have not been notified by the IRS that
you are no longer subject to backup withholding.
----------------------------------------------------------
_________________________ _____________________
Signature Date
Name:___________________________________________________
(Please Print)
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 ARE WAITING (OR SOON
WILL APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under 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 cash payments made to me thereafter
will be withheld until I provide a taxpayer identification number to the
payer and that, if I do not provide my taxpayer identification number within
sixty days, such retained amounts shall be remitted to the IRS as backup
withholding.
_____________________________________ _____________________________________
Signature Date
Name:________________________________________________________________________
(Please Print)
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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 the Substitute Form W-9. If such stockholder
is an individual, the TIN is such stockholder's social security number. If the
Depositary is not provided with the correct TIN, the stockholder may be
subject to a $50 penalty imposed by the IRS. 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 and should indicate their status by writing "EXEMPT" in response
to Part 2 of the Substitute Form W-9, and by signing and dating, the
substitute Form W-9. 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 may be
obtained from the Depositary. All exempt recipients (including foreign persons
wishing to qualify as exempt recipients) should 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 backup
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax 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 certifying that the TIN provided on the Substitute
Form W-9 is correct.
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 registered 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 guidelines on
which number to report.
MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL, PROPERLY
COMPLETED AND DULY EXECUTED, WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL,
CERTIFICATES FOR SHARES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR
DELIVERED BY EACH STOCKHOLDER OF THE COMPANY OR HIS BROKER, DEALER, COMMERCIAL
BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ITS ADDRESS SET
FORTH ON THE FIRST PAGE OF THIS LETTER OF TRANSMITTAL.
Questions and requests for assistance may be directed to the Company, 5000
Executive Parkway, Suite 425, San Ramon, CA 94583, Telephone: (925) 543-7599,
Attention: E.A. Roskovensky or Ronald D. Stevens. Additional copies of the
Offer to Purchase, the Letter of Transmittal and other tender offer materials
may be obtained from the Company as set forth below, and will be promptly
furnished at the Purchaser's expense. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
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