Exhibit (a)(1)(B)
Letter of Transmittal
To Tender Shares
of
Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
ORATEC Interventions, Inc.
Pursuant to the Offer to Purchase
Dated February 22, 2002
by
Orchid Merger Corp.
a wholly owned subsidiary of
Smith & Nephew, Inc.
and
an indirect wholly owned subsidiary of
Smith & Nephew plc
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, MARCH 21, 2002,
UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
By Registered or Certified Mail,
Hand or Overnight Courier: By Facsimile Transmission:
American Stock Transfer (For Eligible Institutions Only)
& Trust Company (718) 234-5001
59 Maiden Lane
New York, New York 10038
For Confirmation Telephone:
(718) 921-8200
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE 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.
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Shares Tendered
Holder(s)(Please fill in, if blank) (Attach additional list if necessary)
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Number of
Shares
Share Represented Number of
Certificate by Shares
Number(s)* Certificate(s)* Tendered**
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Total Shares
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* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any
certificates delivered to the Depositary are being tendered. See Instruction 4.
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This Letter of Transmittal is to be completed by stockholders of ORATEC
Interventions, Inc., a Delaware corporation, 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 3 of the Offer to Purchase. See Instruction 2.
[_]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 please check this box: [_]
Name of Tendering Institution: _______________________________________
Account No. at The Depository Trust Company: _________________________
Transaction Code No.: ____________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
Ladies and Gentlemen:
The undersigned hereby tenders to Orchid Merger Corp. ("Purchaser"), a
Delaware corporation and a wholly owned subsidiary of Smith & Nephew, Inc., a
Delaware corporation ("Smith & Nephew"), and an indirect wholly owned
subsidiary of Smith & Nephew plc, a corporation organized under the laws of
England and Wales, the above-described shares of common stock, $.001 par value
per share, of ORATEC Interventions, Inc., a Delaware corporation ("ORATEC"),
including the associated preferred stock purchase rights issued pursuant to the
Preferred Shares Rights Agreement dated as of November 28, 2000, as amended,
between ORATEC and American Stock Transfer & Trust Company, as rights agent
(collectively, the "Shares"), pursuant to Purchaser's offer to purchase all of
the outstanding Shares at a purchase price of $12.50 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated February 22, 2002 (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
February 13, 2002 (the "Merger Agreement"), among Smith & Nephew, Purchaser and
ORATEC.
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 ORATEC, 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 ORATEC
(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 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.
3
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute 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.
4
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the pur- To be completed ONLY if the check for the
chase price of Shares purchased or certificates for purchase price of Shares purchased or certificates for
Shares not tendered or not purchased are to be issued Shares not tendered or not purchased are to be mailed
in the name of someone other than the undersigned or to someone other than the undersigned or to the
if Shares tendered hereby and delivered by book-entry undersigned at an address other than that shown below
transfer which are not accepted for payment are to be the undersigned's signature(s).
returned by credit to an account at the Book-Entry
Transfer Facility other than designated above. Mail Check and/or Certificates to:
Issue[_] Check [_] Certificates to: Name: _____________________________________________
(Please Print)
Name: ____________________________________________
(Please Print) Address: __________________________________________
Address: _________________________________________ ___________________________________________________
(Zip Code)
__________________________________________________
(Zip Code) ___________________________________________________
(Taxpayer Identification or Social Security No.)
__________________________________________________ (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
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5
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, signatures
on this Letter 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 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 3 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 3 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
6
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.
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 Taxpayer Identification Number
("TIN") on Substitute Form W-9, which is provided below, unless an exemption
7
applies. Failure to provide the information on the Substitute Form W-9 may
subject the tendering stockholder to a $50 penalty and to 30% federal income
tax backup withholding on the payment of the purchase price for the Shares.
9. Foreign Holders. In lieu of completing the Substitute Form W-9, foreign
holders must submit a completed IRS Form W-8BEN to avoid 30% backup
withholding. IRS Form W-8BEN 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
Depositary, 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.
IMPORTANT TAX INFORMATION
Under United States 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 30% 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 completed Form W-8BEN signed under
penalties of perjury, attesting to that individual's exempt status. IRS Form
W-8BEN may be obtained from the Depositary. 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 30% 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 or W-8BEN
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 either 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 or, in the case of a foreign stockholder, to
certify its foreign status.
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.
8
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: _______________________________________________________ , 2002
(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: ___________________________________________________________ , 2002
9
PAYOR'S NAME: American Stock Transfer & Trust Company
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SUBSTITUTE Part I--PLEASE PROVIDE YOUR TIN:
TIN IN THE BOX AT RIGHT AND --------------------------
Form W-9 CERTIFY BY SIGNING AND DATING Social Security Number
BELOW. or
Employer Identification Number
Department of the Treasury, ----------------------------------------------------------------------------------------------------
Internal Revenue Service Part II--For Payees exempt from backup withholding, see the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Payer's Request for Taxpayer Form W-9 and complete as instructed therein.
Identification Number ("TIN")
and Certification ----------------------------------------------------------------------------------------------------
Certification--Under penalties of perjury, I certify that:
(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 dividend, or (c) the IRS has notified me that
I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
----------------------------------------------------------------------------------------------------
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 under reporting 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.)
----------------------------------------------------------------------------------------------------
Signature: _____________________________________________ Date: ____________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 30% 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, 30% of all payments
pursuant to the Offer made to me thereafter will be withheld until I provide
a number.
Signature: ____________________________________________ Date: ___________
10
You may direct questions and requests for assistance to the Information
Agent or the Dealer Manager at their respective telephone numbers and addresses
set forth below. You may obtain additional copies of the Offer to Purchase,
this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials from the Information Agent as set forth below and they will be
furnished promptly at our expense. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
The Information Agent for the Offer is:
Morrow & Co., INC.
445 Park Avenue, 5/th/ Floor
New York, New York 10022
Banks and Brokerage Firms Call Toll Free: (800) 654-2648
Stockholders Call Toll Free: (800) 607-0088
All Others Call Collect: (212) 754-8000
The Dealer Manager for the Offer is:
[LOGO] US bancorp
Piper Jaffray (R)
800 Nicollet Mall, J1012063
Minneapolis, Minnesota 55402
(800) 333-6000 ext. 8554