Exhibit (a)(1)(C)
Letter of Transmittal
To Tender Shares of Common Stock
and
To Tender Shares of Series A 6.75%
Convertible Preferred Stock
of
Verio Inc.
Pursuant to the Offer to Purchase
Dated May 17, 2000
by
Chaser Acquisition, Inc.
an indirect wholly owned subsidiary of
NTT Communications Corporation
a wholly owned subsidiary of
Nippon Telegraph and Telephone Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME,
ON WEDNESDAY, JUNE 14, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
Norwest Bank Minnesota, N.A.
By Mail: By Hand in New York: By Hand or Overnight
Delivery:
Norwest Bank Minnesota, The Depository Trust Company
N.A. Transfer Agent Drop Norwest Bank Minnesota,
P.O. Box 64858 55 Water Street--1st Floor N.A.
St. Paul, MN 55164-0858 New York, NY 10041-0099 161 North Concord Exchange
Attn: Shareowner Services South St. Paul, MN 55075
Facsimile for Eligible Institutions only:
(651) 450-4163
To confirm receipt of Notice of Guaranteed Delivery:
(651) 450-4110
If you require additional information, please call Norwest Bank Minnesota, N.A.
at
(800) 468-9716 or (651) 450-4064
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES
NOT CONSTITUTE A VALID 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.
This Letter of Transmittal is to be completed by stockholders of Verio
Inc., a Delaware corporation (the "Company"), if certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery of Shares (as defined below) is to be made
by book-entry transfer to the Depositary's account at The Depository Trust
Company (hereinafter referred to as the "Book-Entry Transfer Facility")
pursuant to the procedures set forth in Section 3 of the Offer to Purchase (as
defined below). Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Depositary.
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver their Shares and all other documents required hereby to the
Depositary by the Expiration Date (as defined in the Offer to Purchase), or
who cannot comply with the book-entry transfer procedures on a timely basis,
may nevertheless tender their Shares pursuant to the guaranteed delivery
procedures set forth in Section 4 of the Offer to Purchase. See Instruction 2.
DESCRIPTION OF SHARES OF COMMON STOCK TENDERED
- ---------------------------
Name(s) and
Address(es)
of Shares of Common
Registered Stock Tendered
Holder(s) (Attach
(Please additional
fill in, if list if
blank) necessary)
- ---------------------------
Number of
Shares of Number of
Share Common Stock shares of
Certificate Represented by Common Stock
Number(s)* Certificate(s)* Tendered**
----
----
----
----
Total Shares
- -------------------------------------------------
*Need not be completed by stockholders tendering by book-entry
transfer.
**Unless otherwise indicated, it will be assumed that all shares of
Common Stock represented by any certificates delivered to the
Depositary are being tendered. See Instruction 4.
DESCRIPTION OF SHARES OF PREFERRED STOCK TENDERED
- ----------------------------
Name(s) and
Address(es)
of Shares of Preferred
Registered Stock Tendered
Holder(s) (Attach
(Please additional
fill in, if list if
blank) necessary)
- ----------------------------
Number of
Shares of Number of
Preferred shares of
Share Stock Preferred
Certificate Represented by Stock
Number(s)* Certificate(s)* Tendered**
---
---
---
---
Total Shares
- ------------------------------------------------
*Need not be completed by stockholders tendering by book-entry
transfer.
**Unless otherwise indicated, it will be assumed that all shares of
Preferred Stock represented by any certificates delivered to the
Depositary are being tendered. See Instruction 4.
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[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution _________________________________________________
Account No. at The Depository Trust Company: __________________________________
Transaction Code No.: _________________________________________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s): _______________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
If delivery is by book-entry transfer:
Name of Tendering Institution:___________________________________________
Account No. at The Depository Trust Company:_____________________________
Transaction Code No.:_______________________________________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Chaser Acquisition, Inc. ("Purchaser"), a
Delaware corporation and an indirect wholly owned subsidiary of NTT
Communications Corporation, a limited liability joint stock company
incorporated under the laws of Japan ("NTT Communications") and a wholly owned
subsidiary of Nippon Telegraph and Telephone Corporation, a limited liability
joint stock company incorporated under the laws of Japan ("NTT"), the above-
described shares of common stock, par value $.001 per share ("Common Stock"),
and/or shares of Series A 6.75% Convertible Preferred Stock, par value $.001
per share ("Preferred Stock", and together with the Common Stock, the
"Shares"), of Verio Inc., a Delaware corporation (the "Company"), pursuant to
Purchaser's offer to purchase all of the outstanding shares of Common Stock
(other than shares of Common Stock already owned by NTT Communications and its
subsidiaries) at a purchase price of $60.00 per share of Common Stock, net to
the seller in cash, without interest, and all outstanding shares of Preferred
Stock at a purchase price of $62.136 per share of Preferred Stock, plus, if
the purchase of shares of Preferred Stock occurs after July 31, 2000, all
accumulated and unpaid dividends on such shares of Preferred Stock from August
1, 2000 to and including the expiration date of the Offer, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 17, 2000 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, together with the Offer to Purchase, and any amendments or supplements
hereto or thereto, collectively constitute the "Offer"). The Offer is being
made in connection with the Agreement and Plan of Merger, dated as of May 7,
2000 (the "Merger Agreement"), among NTT Communications, Purchaser and the
Company.
Subject to and effective upon acceptance for payment of and payment for the
Shares tendered herewith, the undersigned hereby sells, assigns and transfers
to or upon the order of Purchaser all right, title and interest in and to all
the Shares that are being tendered hereby (and any and all other Shares or
other securities issued or issuable in respect thereof) and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and all such other Shares or securities), with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver certificates for
such Shares (and all such other Shares or securities), or transfer ownership
of such Shares (and all such other Shares or securities) on the account books
maintained by 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, (b) present such Shares (and all 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 all such other Shares or securities), all in accordance with the
terms 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 exercise all voting and other rights of the undersigned in
such manner as each such attorney and proxy or his substitute shall in his
sole judgment deem proper, with respect to all of the Shares tendered hereby
which have been accepted for payment by Purchaser prior to the time of any
vote or other action (and any and all other Shares or other securities or
rights issued or issuable in respect of such Shares) at any meeting of
stockholders of the Company (whether annual or special and whether or not an
adjourned meeting), any actions by written consent in lieu of any such meeting
or otherwise. This proxy is irrevocable and is granted in consideration of,
and is effective upon, the acceptance for payment of such Shares by Purchaser
in accordance with the terms of the Offer. Such acceptance for payment shall
revoke any other proxy or written consent granted by the undersigned at any
time with respect to such Shares (and all such other Shares or other
securities or rights), and no subsequent proxies will be given or written
consents will be executed by the undersigned (and if given or executed, will
not be deemed effective).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any and all other Shares or other securities or rights
issued or issuable in respect of such Shares) and that when the same are
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 claims. The undersigned, upon
request, will execute
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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 such other Shares or other securities or
rights).
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 in Section 4 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Shares purchased, and return any
Shares not tendered or not purchased, in the name(s) of the undersigned.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price of any Shares purchased and
return any certificates for Shares not tendered or not purchased (and
accompanying documents, as appropriate) to the undersigned at the address
shown below the undersigned's signature(s). In the event that both "Special
Payment Instructions" and "Special Delivery Instructions" are completed,
please issue the check for the purchase price of any Shares purchased and
return any Shares not tendered or not purchased in the name(s) of, and mail
said check and any certificates to, the person(s) so indicated. The
undersigned recognizes that 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 5 and 7)
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check
To be completed ONLY if the for the purchase price of Shares
check for the purchase price of purchased or certificates for
Shares purchased or certificates Shares not tendered or not
for Shares not tendered or not purchased are to be mailed to
purchased are to be issued in the someone other than the
name of someone other than the undersigned or to the undersigned
undersigned or if Shares tendered at an address other than that
hereby and delivered by book- shown below the undersigned's
entry transfer which are not signature(s).
accepted for payment are to be
returned by credit to an account
at the Book-Entry Transfer
Facility other than designated
above.
Mail check and/or certificates
to:
Name: ____________________________
(Please Print)
Issue: [_] Check [_] Certificate Address: _________________________
to: ----------------------------------
(Zip Code)
Name: ___________________________ ----------------------------------
(Please Print) (Taxpayer Identification or
Address: _________________________ Social Security No.)
----------------------------------
(Zip Code) (See Substitute Form W-9)
----------------------------------
(Taxpayer Identification or
Social Security No.)
(See Substitute Form W-9)
[_Credit]Shares delivered by
book-entry transfer and not
purchased to The Depository
Trust Company
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, signatures
on all Letters of Transmittal must be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of the Securities Transfer Agents Medallion Program
(an "Eligible Institution"), unless the Shares tendered thereby are tendered
(i) by a registered holder (which term, for purposes of this
5
document, shall include any participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Shares) of
Shares who has not completed either the box labeled "Special Payment
Instructions" or the box labeled "Special Delivery Instructions" on the Letter
of Transmittal or (ii) for the account of an Eligible Institution. See
Instruction 5. If the certificates are registered in the name of a person or
persons other than the signer of this Letter of Transmittal, or if payment is
to be made or delivered to, or certificates evidencing unpurchased Shares are
to be issued or returned to, a person other than the registered owner or
owners, then the tendered certificates must be endorsed or accompanied by duly
executed stock powers, in either case signed exactly as the name or names of
the registered owner or owners appear on the certificates or stock powers,
with the signatures on the certificates or stock powers guaranteed by an
Eligible Institution as provided herein. See Instruction 5.
2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal
is to be used either if certificates are to be forwarded herewith or, unless
an Agent's Message (as defined in the Offer to Purchase) is utilized, if the
delivery of Shares is to be made by book-entry transfer pursuant to the
procedures set forth in Section 4 of the Offer to Purchase. Certificates for
all physically delivered Shares, or a confirmation of a book-entry transfer
into the Depositary's account of 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 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. 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 in Section 4 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 tender, 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 must be received by
the Depositary within three trading days after the date of execution of such
Notice of Guaranteed Delivery, all as provided in Section 3 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. Shares will
be deemed delivered only when actually received by the Depositary (including,
in the case of a book-entry transfer, by a confirmation of a book-entry
transfer). 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. 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 herein is inadequate, the
certificate numbers and/or the number of Shares 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 will be sent to the person(s) signing this Letter of
Transmittal unless otherwise provided in the appropriate box on this Letter of
Transmittal, as promptly as practicable following the expiration or
termination of the Offer. All Shares represented by certificates delivered to
the Depositary will be deemed to have been tendered unless otherwise
indicated.
6
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby 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) appear(s) on the certificate 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. 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 Instruction. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or
not purchased are to be returned, in the name of a person other than the
person(s) signing this Letter of Transmittal or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that
shown above, the appropriate boxes on this Letter of Transmittal should be
completed. Stockholders tendering Shares by book-entry transfer may request
that Shares not purchased be credited to such account at 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 returned by crediting the account at the Book-Entry Transfer
Facility designated above.
8. Substitute Form W-9. The tendering stockholder is required to provide
the Depositary with such stockholder's correct TIN on Substitute Form W-9,
which is provided below, unless an exemption applies. Failure to provide the
information on the Substitute Form W-9 may subject the tendering stockholder
to a $50 penalty and to 31% federal income tax backup withholding on the
payment of the purchase price for the Shares.
7
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 one of the addresses 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 Information Agent or the Dealer Manager at their
respective addresses or telephone numbers set forth below.
11. Waiver of Conditions. The conditions of the Offer may be waived by
Purchaser (subject to certain limitations in the Merger Agreement), in whole
or in part, at any time or from time to time, in Purchaser's sole discretion.
12. Lost, Destroyed or Stolen Certificates. If any certificates for Shares
have been lost, destroyed or stolen, the stockholder should promptly notify
the Company's Transfer Agent, Norwest Bank Minnesota, N.A., 161 North Concord
Exchange Street, South St. Paul, Minnesota 55075-6975, Telephone: (651) 552-
6975, Attention: John D. Baker, for instructions as to the procedures for
replacing the certificates for such Shares. This Letter of Transmittal and
related documents cannot be processed until the lost, destroyed or stolen
certificates have been replaced and the replacement certificates for such
Shares have been delivered to the Depositary in accordance with the procedures
set forth in Section 3 of the Offer to Purchase and the instructions contained
in this Letter of Transmittal.
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 on or prior to the Expiration Date (as defined in
the Offer to Purchase).
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary 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 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 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.
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 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.
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SIGN HERE
(Complete Substitute Form W-9 below)
____________________________________________________________________________
____________________________________________________________________________
Signature(s) of Owner(s)
____________________________________________________________________________
Name(s) ____________________________________________________________________
____________________________________________________________________________
Capacity (full title) ______________________________________________________
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
_________________________________________________________ (Include Zip Code)
____________________________________________________________________________
Area Code and Telephone Number _____________________________________________
Taxpayer Identification or Social Security Number __________________________
(See Substitute Form W-9)
Dated: , 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by 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.)
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 _______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
_________________________________________________________ (Include Zip Code)
Area Code and Telephone Number _____________________________________________
Dated: , 2000
9
PAYOR'S NAME: Norwest Bank Minnesota, N.A.
- -------------------------------------------------------------------------------
Part I--PLEASE PROVIDE YOUR TIN:
TIN IN THE BOX AT THE RIGHT
AND CERTIFY BY SIGNING AND
DATING BELOW.
SUBSTITUTE Social Security Number
Form W-9 or
Department of Employer Identification
the Treasury, Number
Internal -------------------------------------------------------------
Revenue Service Part II--For Payees exempt from backup withholding, see
the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 and complete
as instructed therein.
Payer's Request
for
Taxpayer -------------------------------------------------------------
Identification (1) The number shown on this form is my correct TIN (or I
am waiting for a number to be issued to me); and
(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.
Number ("TIN") Certification--Under penalties of perjury, I certify that:
and
Certification
SIGNATURE: DATE:
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. However, if after
being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you were no longer subject to
backup withholding, do not cross out item (2). (Also see the instructions in
the enclosed Guidelines.)
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
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 IRS Center or Social Security Administration Officer
or (2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a TIN by the time of payment, 31% of
all payments pursuant to the Offer made to me thereafter will be withheld
until I provide a number.
Signature: ___________________________________________ Date:
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue
5th Floor
New York, New York 10022
(Call Collect) (212) 754-8000
Banks and Brokerage Firms, Please Call: (800) 662-5200
Stockholders, Please Call: (800) 566-9061
The Dealer Managers for the Offer are:
Deutsche Banc Alex. Brown Merrill Lynch & Co.
Deutsche Bank Securities Inc. 2 World Financial Center
31 West 52nd Street 6th Floor
New York, New York 10019 New York, New York 10281-6100
(212) 250-6000 (Call Collect) (212) 236-3790 (Call Collect)
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