Exhibit (a)(1)(K)
Letter of Transmittal
To Tender Warrants to Purchase Shares of Common 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 warrantholders 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 Warrants (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). This Letter of Transmittal may not be used to tender warrants
issued under the Warrant Agreement dated as of June 24, 1997 by and between
the Company and First Trust National Association as warrant agent. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Depositary.
DESCRIPTION OF WARRANTS TO PURCHASE SHARES OF COMMON STOCK TENDERED
- - - - - - - - - - - - - - - - - - - - ---------------------------
Name(s) and Warrants to
Address(es) Purchase
of Shares of Common
Registered Stock Tendered
Holder(s) (Attach
(Please additional
fill in, if list if
blank) necessary)
- - - - - - - - - - - - - - - - - - - - ---------------------------
Number of
Warrant Warrants Number of
Certificate Represented by Warrants
Number(s)* Certificate(s)* Tendered**
---
---
---
---
Total Warrants
- - - - - - - - - - - - - - - - - - - - ------------------------------------------------
*Need not be completed by warrantholders tendering by book-entry
transfer.
**Unless otherwise indicated, it will be assumed that all Warrants
represented by any certificates delivered to the Depositary are
being tendered. See Instruction 4.
2
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 warrants to purchase shares of common stock, par value $.001 per
share, of Verio Inc., a Delaware corporation (the "Company"), entitled
"Warrants to Purchase Common Stock of Hiway Technologies, Inc." which were
initially issued on or about December 19, 1997 by Hiway Technologies, Inc. and
became convertible into common stock of the Company upon the acquisition of
Hiway Technologies, Inc. by the Company on January 5, 1999 (the "Warrants"),
pursuant to Purchaser's offer to purchase all of the outstanding Warrants at a
purchase price of $60.00 per Warrant less the applicable Warrant exercise
price and any applicable withholding taxes, 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, any other Letter of Transmittal 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. This Letter or Transmittal may not be used to tender warrants
issued under the Warrant Agreement dated as of June 24, 1997 by and between
the Company and First Trust National Association, as warrant agent.
Subject to and effective upon acceptance for payment of and payment for the
Warrants 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 Warrants that are being tendered hereby (and any and all other
Warrants 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 Warrants (and all such other Warrants 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 Warrants (and all such other Warrants or securities),
together, in any such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of Purchaser, (b) present such Warrants
(and all such other Warrants 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 Warrants (and all such other Warrants or
securities), all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Warrants
tendered hereby (and any and all other Warrants or other securities or rights
issued or issuable in respect of such Warrants) 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 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 Warrants tendered hereby (and all such other
Warrants 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 Warrants 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.
3
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Warrants purchased, and return
any Warrants 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 Warrants purchased and
return any certificates for Warrants 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 Warrants purchased and
return any Warrants 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 Warrants from the name of the
registered holder(s) thereof if Purchaser does not accept for payment any of
the Warrants so tendered.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 5 and 7)
To be completed ONLY if the To be completed ONLY if the check
check for the purchase price of for the purchase price of
Warrants purchased or Warrants purchased or
certificates for Warrants not certificates for Warrants not
tendered or not purchased are to tendered or not purchased are to
be issued in the name of someone be mailed to someone other than
other than the undersigned the undersigned or to the
Warrants. undersigned at an address other
than that shown below the
undersigned's signature(s).
Issue: [_] Check [_] Certificate
to:
Mail check and/or certificates
Name: ___________________________ to:
(Please Print)
Address: _________________________ Name: ____________________________
---------------------------------- (Please Print)
(Zip Code) Address: _________________________
---------------------------------- ----------------------------------
(Taxpayer Identification or (Zip Code)
Social Security No.) ----------------------------------
(Taxpayer Identification or
(See Substitute Form W-9) Social Security No.)
(See Substitute Form W-9)
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 Warrants tendered thereby are tendered
(i) by a registered holder of Warrants 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 Warrants 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 if certificates are to be forwarded herewith. Certificates for
all physically delivered Warrants, 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 at one of its addresses set forth on the front page of this
Letter of Transmittal by the Expiration Date.
4
The method of delivery of Warrants, the Letter of Transmittal and all other
required documents, is at the option and risk of the tendering warrantholder.
Warrants 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 Warrants will be purchased. By executing this Letter of Transmittal
(or a manually signed facsimile thereof), the tendering warrantholder waives
any right to receive any notice of the acceptance for payment of the Warrants.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Warrants should be listed on a
separate schedule attached hereto.
4. Partial Tenders (not applicable to warrantholders who tender by book-
entry transfer). If fewer than all the Warrants represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Warrants
which are to be tendered in the box entitled "Number of Warrants Tendered." In
such case, a new certificate for the remainder of the Warrants 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 Warrants 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
Warrants 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 Warrants tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Warrants 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
Warrants tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the purchase price is to be made, or
Warrants 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 Warrants 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 Warrants.
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 Warrants 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 Warrants. 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 Warrants to it or its order pursuant
to the Offer. If, however, payment of the purchase price is to be made to, or
Warrants 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.
5
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 Warrants purchased is to be issued, or any Warrants 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 Warrants 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.
8. Substitute Form W-9. The tendering warrantholder is required to provide
the Depositary with such warrantholder'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 warrantholder
to a $50 penalty and to 31% federal income tax backup withholding on the
payment of the purchase price for the Warrants.
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
Warrants have been lost, destroyed or stolen, the warrantholder 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 Warrants. 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 Warrants 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 warrantholder whose tendered Warrants are
accepted for payment is required to provide the Depositary with such
warrantholder's correct TIN on the Substitute Form W-9. If such warrantholder
is an individual, the TIN is such warrantholder's Social Security Number. If
the Depositary is not provided with the correct TIN, the warrantholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such warrantholder with respect to Warrants
purchased pursuant to the Offer may be subject to backup withholding.
Certain warrantholders (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 warrantholder 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.
6
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the warrantholder. 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 warrantholder with respect to Warrants purchased pursuant to the Offer,
the warrantholder is required to notify the Depositary of such warrantholder'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 warrantholder is required to give the Depositary the Social Security
Number or Employer Identification Number of the record owner of the Warrants.
If the Warrants 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.
7
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
Warrant 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
8
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)
9