Letter of Transmittal
To Tender Shares of Common Stock,
Together with the Associated Rights Attached Thereto
of
KENETECH Corporation
at
$1.04 Net Per Share
by
KC Merger Corp.
a wholly owned subsidiary of
KC Holding Corporation
a wholly owned subsidiary of
ValueAct Capital Partners, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORKCITY
TIME, ON DECEMBER 7, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer Is:
ChaseMellon Shareholder Services, L.L.C.
By Facsimile Transmission
(For Eligible Institutions Only)
(201) 296-4293
Attention: Reorganization Department
Confirm by Telephone:
(201) 296-4860
By Overnight Courier: By Mail: By Hand:
Reorganization
Department Reorganization Department Reorganization Department
85 Challenger Road P.O. Box 3301 120 Broadway
Mail Stop--Reorg. South Hackensack, NJ 07606 13th Floor
Ridgefield Park, NJ
07660 New York, NY 10271
DESCRIPTION OF SHARES TENDERED
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Names and Address(es) of Share
Registered Holder(s) Certificate(s)
(Please fill in, if and Shares
blank, exactly as Tendered
name(s) (Attach
appear(s) on Share additional list,
Certificate(s)) if necessary)
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Total Number of
Share Shares Evidenced
Certificate by Share Number of Shares
Number(s)* Certificate(s)* Tendered**
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--------------------------------------
--------------------------------------
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Total Shares
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* Need not be completed by stockholders delivering Shares by Book-Entry
Transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each Share Certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
This Letter of Transmittal is to be completed by stockholders of KENETECH
Corporation either if certificates ("Share Certificates") representing shares
of its Common Stock, par value $.000l per share (the "Shares"), are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery of Shares is to be made by Book-Entry
Transfer to an account maintained by ChaseMellon Shareholder Services, L.L.C.
(the "Depositary") at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in Section 3 of "The Tender
Offer" of the Offer to Purchase, dated November 6, 2000 (the "Offer to
Purchase"). DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN
ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
Stockholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other required documents to
the Depositary on or prior to the Expiration Date of the Offer or who are
unable to complete the procedure for Book-Entry Transfer prior to the
Expiration Date of the Offer may nevertheless tender their Shares pursuant to
the guaranteed delivery procedures set forth in Section 3 of "The Tender
Offer" of the Offer to Purchase. See Instruction 2 below.
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY.
[_]CHECK HERE IF 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:
Name of Tendering Institution: _____________________________________________
Provide Account Number and Transaction Code Number:
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF 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 Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER TO THE BOOK-ENTRY TRANSFER FACILITY,
CHECK BOX: [_]
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER
THAN AS LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM
W-9 PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
2
Ladies and Gentlemen:
The undersigned hereby tenders to KC Merger Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of KC Holding Corporation, a
Delaware corporation ("Parent"), the above-described shares (the "Shares") of
common stock, par value $.0001 per share (the "Common Stock") of KENETECH
Corporation, a Delaware corporation (the "Company") pursuant to the Offer to
Purchase, dated November 6, 2000 (the "Offer to Purchase"), at a price of
$1.04 per Share, net to the seller in cash, on the terms and subject to the
conditions set forth in the Offer to Purchase, receipt of which is hereby
acknowledged, and this Letter of Transmittal (which, together with the Offer
to Purchase, constitute the "Offer"). The undersigned understands that
Purchaser reserves the right to transfer or assign, from time to time, in
whole or in part, to one or more of its affiliates, the right to purchase the
Shares tendered herewith.
On the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of such extension or
amendment) and subject to, and effective upon, acceptance for payment of, and
payment for, the Shares tendered herewith in accordance with the terms of the
Offer, the undersigned hereby sells, assigns and transfers to, or upon the
order of, Purchaser, all right, title and interest in and to all of the Shares
being tendered hereby and any and all cash dividends, distributions, rights,
other Shares or other securities issued or issuable in respect of such Shares
on or after October 25, 2000 (collectively, "Distributions"), and appoints
ChaseMellon Shareholder Services, L.L.C. (the "Depositary") the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Shares (and any Distributions) with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) to
the fullest extent of such stockholder's rights with respect to such Shares
(and any Distributions) (a) to deliver such Share Certificates (as defined
below) (and any Distributions) or transfer ownership of such Shares (and any
Distributions) on the account books maintained by the Book-Entry Transfer
Facility, together, in either such case, with all accompanying evidence of
transfer and authenticity, to or upon the order of, Purchaser, (b) to present
such Shares (and any Distributions) for transfer on the books of the Company
and (c) to receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any Distributions), all in accordance
with the terms and the conditions of the Offer.
The undersigned hereby irrevocably appoints the designees of Purchaser, and
each of them, the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution, to the full extent of such stockholder's rights
with respect to the Shares tendered hereby which have been accepted for
payment and with respect to any Distributions. The designees of Purchaser
will, with respect to the Shares (and any associated Distributions) for which
the appointment is effective, be empowered to exercise all voting and any
other rights of such stockholder, as they, in their sole discretion, may deem
proper at any annual, special or adjourned meeting of the Company's
stockholders, by written consent in lieu of any such meeting or otherwise.
This proxy and power of attorney shall be irrevocable and coupled with an
interest in the tendered Shares. Such appointment is effective when, and only
to the extent that, Purchaser deposits the payment for such Shares with the
Depositary. Upon the effectiveness of such appointment, without further
action, all prior powers of attorney, proxies and consents given by the
undersigned with respect to such Shares (and any associated Distributions)
will be revoked and no subsequent powers of attorney, proxies, consents or
revocations may be given (and, if given, will not be deemed effective).
Purchaser reserves the right to require that, in order for Shares to be deemed
validly tendered, immediately upon Purchaser's acceptance for payment of such
Shares, Purchaser must be able to exercise full voting rights, to the extent
permitted under applicable law, with respect to such Shares (and any
associated Distributions), including voting at any meeting of stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares (and
any Distributions) tendered hereby and, when the same are accepted for payment
by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and the same will not be subject to any adverse claim. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Depositary or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Shares (and any Distributions) tendered hereby.
In addition, the undersigned shall promptly remit and transfer to the
Depositary for the account of Purchaser any and all Distributions in respect
of the Shares tendered hereby, accompanied by appropriate documentation of
transfer and, pending such remittance or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of any such
Distributions and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by Purchaser in its
sole discretion.
3
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall not be affected by, and 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 to Purchase, this
tender is irrevocable.
The undersigned understands that the valid tender of Shares pursuant to one
of the procedures described in Section 3 of "The Tender Offer" of the Offer to
Purchase will constitute a binding agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment in the name(s) of the
registered owner(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment (and accompanying documents,
as appropriate) to the address(es) of the registered owner(s) appearing under
"Description of Shares Tendered." In the event that both the Special Delivery
Instructions and the Special Payment Instructions are completed, please issue
the check for the purchase price and/or issue any certificates for Shares not
tendered or accepted for payment (and any accompanying documents, as
appropriate) in the name of, and deliver such check and/or return such
certificates (and any accompanying documents, as appropriate) to, the person
or persons so indicated. The undersigned recognizes that Purchaser has no
obligation pursuant to the Special Payment Instructions to transfer any Shares
from the name of the registered owner thereof if Purchaser does not accept for
payment any of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price of check for the purchase price of
Shares purchased and Share Shares purchased and Share
Certificates evidencing Shares Certificates evidencing Shares
not tendered or not purchased are not tendered or not purchased are
to be issued in the name of to be mailed to someone other
someone other than the than the undersigned, or the
undersigned. undersigned at an address other
than that shown under
Issue Check and Share "Description of Shares Tendered."
Certificate(s) to: Mail Check and Share
Certificate(s) to:
Name: ____________________________ Name: ___________________________
(Please Print) (Please Print)
Address: ________________________ Address: ________________________
---------------------------------- ----------------------------------
---------------------------------- ----------------------------------
(Zip Code) (Zip Code)
---------------------------------- ----------------------------------
(Tax Identification or Social (Tax Identification or Social
Security Number) (See Substitute Security Number) (See Substitute
Form W-9 on reverse side) Form W-9 on reverse side)
Account Number: __________________
4
IMPORTANT
STOCKHOLDERS: SIGN HERE
(Please Complete Substitute Form W-9 Below)
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Signature(s) of Holder(s)
Dated: ________________________ , 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share Certificates or on a security position listing by 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, officer of a corporation or
other person acting in a fiduciary or representative capacity, please
provide the following information and see Instruction 5.)
Name(s): ___________________________________________________________________
Please Print
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
---------------------------------------------------------------------------
Include Zip Code
Daytime Area Code and Telephone No: ________________________________________
Taxpayer Identification or Social Security No.: ____________________________
(See Substitute Form W-9 on reverse side)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION
GUARANTEE IN SPACE BELOW
5
INSTRUCTIONS
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations
and brokerage houses) that is a member of the Medallion Signature Guarantee
Program, or by any other "eligible guarantor institution", as such term is
defined in Rule l7Ad-l5 under the Securities Exchange Act of 1934, as amended
("Eligible Institution"). Signatures on this Letter of Transmittal need not be
guaranteed (a) if this Letter of Transmittal is signed by the registered
owner(s) (which term, for purposes of this document, includes any participant
in any of the Book-Entry Transfer Facility's systems whose name appears on a
security position listing as the owner of the Shares) of Shares tendered
herewith and such registered owner has not completed the box titled "Special
Payment Instructions" or the box titled "Special Delivery Instructions" on
this Letter of Transmittal or (b) if such Shares are tendered for the account
of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates. This Letter of
Transmittal is to be used either if certificates are to be forwarded herewith
or, unless an Agent's Message is utilized, if tenders are to be made pursuant
to the procedures for tender by Book-Entry Transfer set forth in Section 3 of
"The Tender Offer" of the Offer to Purchase. Certificates for all physically
tendered Shares ("Share Certificates"), or confirmation of any Book-Entry
Transfer into the Depositary's account at the Book-Entry Transfer Facility of
Shares tendered by Book-Entry Transfer ("Book Entry Confirmation"), as well as
this Letter of Transmittal properly completed and duly executed with any
required signature guarantees, unless an Agent's Message in the case of a
Book-Entry Transfer is utilized, and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date (as defined in
the Offer to Purchase).
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver all other required documents to the Depositary on or prior
to the Expiration Date or who cannot comply with the procedures for Book-Entry
Transfer on a timely basis, may nevertheless tender their Shares by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth in Section 3 of "The Tender Offer" of
the Offer to Purchase. Pursuant to such procedure: (a) such tender must be
made by or through an Eligible Institution; (b) a properly completed and duly
executed Notice of Guaranteed Delivery substantially in the form provided by
Purchaser must be received by the Depositary prior to the Expiration Date; and
(c) Share Certificates for all tendered Shares, in proper form for transfer
(or a Book Entry Confirmation with respect to such Shares), as well as a
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed with any required signature guarantees (unless, in the case of a
Book-Entry Transfer, an Agent's Message is utilized), and all other documents
required by this Letter of Transmittal, must be received by the Depositary
within three Nasdaq trading days after the date of execution of such Notice of
Guaranteed Delivery.
A properly completed and duly executed Letter of Transmittal (or a
facsimile copy thereof with original signature(s)) must accompany each such
delivery of Share Certificates to the Depositary.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT
THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH
DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION)
IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT
BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal (or a facsimile copy thereof with original
signature(s)), waive any right to receive any notice of the acceptance of
their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto and separately signed on each page thereof in the
same manner as this Letter of Transmittal is signed.
6
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares evidenced by any certificate submitted
are to be tendered, fill in the number of Shares which are to be tendered in
the box titled "Number of Shares Tendered." In such cases, new certificate(s)
for the remainder of the Shares that were evidenced by the old certificate(s)
but not tendered will be sent to the registered owner, unless otherwise
provided in the appropriate box on this Letter of Transmittal, as soon as
practicable after the Expiration Date. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered owner(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificate(s) without alteration, enlargement or any other
change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimile copies thereof containing
original signatures) as there are different registrations of certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not tendered or accepted for payment are to be issued
in the name of, a person other than the registered Owner(s). Signatures on
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 owner(s) of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by the appropriate stock powers, in either case,
signed exactly as the name or names of the registered owner(s) or holder(s)
appear(s) on the certificate(s). Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with
respect to the transfer and sale of Shares to it or to its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or (in
the circumstances permitted hereby) if certificates for Shares not tendered or
accepted for payment are to be registered in the name of, any person other
than the registered Owner(s), or if tendered certificates are registered in
the name of any person other than the person signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered owner(s) or such person) payable on account of the transfer to such
person will be deducted from the purchase price if satisfactory evidence of
the payment of such taxes, or exemption therefrom, is not submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES REPRESENTING
SHARES TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or certificates for Shares not tendered or accepted for
payment are to be issued or returned to, a person other than the signer(s) of
this Letter of Transmittal or if a check and/or such certificates are to be
mailed to a person other than the signer(s) of this Letter of Transmittal or
to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed.
8. Waiver of Conditions. The conditions of the Offer may be waived, in
whole or in part, by Purchaser, in its sole discretion, at any time and from
time to time, in the case of any Shares tendered. See the Offer to Purchase,
Section 12 of "The Tender Offer."
7
9. Lost, Destroyed or Stolen Certificates. If any Share Certificate(s) have
been lost, destroyed or stolen, the stockholder should promptly notify the
Depositary by checking the box immediately preceding the special
payment/special delivery instructions, indicating the number of Shares lost
and delivering the Letter of Transmittal. The stockholder should also contact
the Company's transfer agent, ChaseMellon Shareholder Services, L.L.C.
(telephone (201) 296-4860, contact Reorganization Department) for instructions
as to the procedures for replacing the Share Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the lost,
destroyed or stolen certificates have been replaced and the replacement Share
Certificates 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.
10. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent at its
address or telephone number set forth below. Additional copies of the Offer to
Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and
the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 may be obtained from the Information Agent or from
brokers, dealers, commercial banks or trust companies.
11. Substitute Form W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and
that such stockholder is not subject to backup withholding of Federal income
tax. If a tendering stockholder has been notified by the Internal Revenue
Service that such stockholder is subject to backup withholding, such
stockholder must cross out item (2) of the Certification box of the Substitute
Form W-9, unless such stockholder has since been notified by the Internal
Revenue Service that such stockholder is no longer subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the tendering stockholder to a $50 penalty imposed by the Internal
Revenue Service and to 31% Federal income tax withholding on the payment of
the purchase price of all Shares purchased from such stockholder. If the
tendering stockholder has not been issued a TIN and has applied for one or
intends to apply for one in the near future, such stockholder should write
"Applied For" in the space provided for the TIN in Part I of the Substitute
Form W-9, and sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I
and the Depositary is not provided with a TIN within 60 days, the Depositary
will withhold 31% on all payments of the purchase price to such stockholder
until a TIN is provided to the Depositary. Each foreign stockholder must
complete and submit Form W-8 in order to be exempt from the 31% Federal income
tax backup withholding due on payments with respect to the Shares.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF
CONTAINING ORIGINAL SIGNATURE(S)), TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE AND
ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE
EXPIRATION OF THE OFFER, AND EITHER SHARE CERTIFICATES FOR TENDERED SHARES
MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE
PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE
OF THE OFFER, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR
GUARANTEED DELIVERY.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF
CONTAINING ORIGINAL SIGNATURE(S)) OR AN AGENT'S MESSAGE, TOGETHER WITH SHARE
CERTIFICATES OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY
EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS MUST
BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under the federal income tax law, a stockholder whose tendered Shares are
accepted for purchase is required by law to provide the Depositary with such
stockholder's correct TIN on Substitute Form W-9 below and to certify that
such TIN is correct (or that such stockholder is awaiting a TIN) or otherwise
establish a basis for exemption from backup withholding. If
8
such stockholder is an individual, the TIN is his or her social security
number. If a stockholder fails to provide a correct TIN to the Depositary,
such stockholder may be subject to a $50.00 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 of 31%.
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 generally submit a Form W-8BEN, signed under
penalties of perjury, attesting to that individual's exempt status. A Form W-
8BEN can be obtained from the Depositary.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder or payee. Backup withholding is not an
additional tax. Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
If backup withholding applies and "Applied for" is written in Part I of the
Substitute Form W-9 and the Stockholder has completed the Certificate of
Awaiting Taxpayer Identification Number, the Depositary will retain 31% of any
payment of the purchase price for tendered Shares during the 60-day period
following the date of the Substitute Form W-9. If a stockholder's TIN is
provided to the Depositary within 60 days of the date of the Substitute Form
W-9, payment of such retained amounts will be made to such stockholder. If a
stockholder's TIN is not provided to the Depositary within such 60-day period,
the Depositary will remit such retained amounts to the Internal Revenue
Service as backup withholding and shall withhold 31% of any payment of the
purchase price for the tendered Shares made to such stockholder thereafter
unless such stockholder furnishes a TIN to the Depositary prior to such
payment.
Purpose of Substitute Form W-9
To prevent backup withholding on payments made to a stockholder whose
tendered Shares are accepted for purchase for stockholders other than foreign
persons who provide an appropriate Form W-8BEN, the stockholder should
complete and sign the Substitute Form W-9 included in this Letter of
Transmittal and provide the stockholder's correct TIN and certify, under
penalties of perjury, that the TIN provided on such Form is correct (or that
such stockholder is awaiting a TIN) and that (i) such stockholder is exempt
from backup withholding; (ii) such stockholder has not been notified by the
Internal Revenue Service that such stockholder is subject to backup
withholding as a result of failure to report all interest or dividends; or
(iii) the Internal Revenue Service has notified the stockholder that the
stockholder is no longer subject to backup withholding. The stockholder must
sign and date the Substitute Form W-9 where indicated, certifying that the
information on such Form 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 guidance on which
number to report.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYER'S NAME: ChaseMellon Shareholder Services, L.L.C.
- -------------------------------------------------------------------------------
SUBSTITUTE
Form W-9 Part 1--Taxpayer Social Security Number or
Department of the Identification Employer Identification
Treasury Number-- For all Number
Internal Revenue accounts, enter your ------------------------------
Service taxpayer
identification number
in the box at right.
(For most
individuals, this is
your social security
number. If you do not
have a number, see
"Obtaining a Number"
in the enclosed
Guidelines.) Certify
by signing and dating
below. Note: If the
account is in more
than one name, see
the chart in the
enclosed Guidelines
to determine which
number to give the
payer.
Certification--Under penalties of perjury, I certify
that:
(If awaiting TIN write
Payer's Request (1) The number shown on this form is my correct
for Taxpayer Identification Number (or I am waiting
for a number to be issued to me), and
"Applied For")
Taxpayer Certification Instructions--You must cross out item
Identification (2) above if you have been notified by the IRS that
you are currently 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 are no longer subject to backup withholding, do
not cross out item (2). (Also see instructions in
the enclosed Guidelines).
---------------------------------------------------------
(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 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") Part 2--For Payees Exempt from Backup Withholding,
see the enclosed Guidelines and complete as
instructed therein.
---------------------------------------------------------
SIGNATURE ___________________________________________
DATE __________________________________________, 2000
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER.
PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A
TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE 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.
Signature: ___________________________ Date: ___________________________
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Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and other tender offer materials may be
directed to the Information Agent as set forth below:
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
E-mail: proxy@mackenziepartners.com
or
Call Toll Free (800) 322-2885
November 6, 2000
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