Exhibit 99(A)9
CARNEGIE GROUP, INC.
LETTER OF TRANSMITTAL TO
ACCOMPANY CERTIFICATES OF COMMON STOCK
The Depositary for the Merger is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Overnight Delivery: By Hand:
P.O. Box 3301 85 Challenger Road 120 Broadway
South Hackensack, New Mail Drop-Reorg 13th Floor
Jersey 07606 Ridgefield Park, New Jersey 07660 New York, New York
Attention: Reorganization 10271
Department
Facsimile Transmission:
(201) 329-8936
(For Eligible Institutions Only)
CONFIRM BY TELEPHONE
(201) 296-4860
Gentlemen:
In connection with the merger (the "Merger") of Logica Acquisition Corp., a
Delaware corporation (the "Purchaser"), with and into Carnegie Group, Inc., a
Delaware corporation (the "Company"), the undersigned hereby delivers to
ChaseMellon Shareholder Services, L.L.C., as depositary (the "Depositary"),
the certificate(s) of common stock listed in item 2 below, which prior to the
Merger evidenced shares of common stock of the Company, par value $0.01 per
share (the "Shares"), in exchange for $5.00 per share to the seller in cash.
It is understood that this Letter of Transmittal is subject to the terms,
conditions and limitations set forth in the Notice to Stockholders dated
November 5, 1998, relating to the Merger, receipt of which is hereby
acknowledged by the undersigned, and to the accompanying instructions.
The undersigned authorizes and instructs you, as Depositary, to deliver such
certificate(s) for Shares, and to receive on behalf of the undersigned, in
exchange for the Shares represented thereby, $5.00 per share to the seller in
cash.
(SEE INSTRUCTIONS FOR COMPLETING THIS FORM)
CERTIFICATE NUMBER(S) NUMBER OF SHARES
(1) (2) --------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
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TOTAL
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(3) Part 1--PLEASE PROVIDE YOUR Social Security Numberor
SUBSTITUTE TIN IN THE BOX AT RIGHT AND EmployerIdentification
FORM W-9 CERTIFY BY SIGNING AND Number
DEPARTMENT OF THE DATING BELOW ----------------------
TREASURY INTERNAL --------------------------------------------------------
REVENUE SERVICE Part 2--Check the box if you are NOT subject to
backup withholding under the provisions of Section
3406(a)(1)(C) of the Internal Revenue Code because
(1) you have not been notified that you are subject
to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are not
longer subject to backup withholding. [_]
PAYER'S REQUESTFOR --------------------------------------------------------
TAXPAYER CERTIFICATION--UNDER THE PENALTIES OF Part 3--
IDENTIFICATIONNUMBER PERJURY, I CERTIFY THAT THE
(TIN) INFORMATION PROVIDED ON THIS FORM IS
TRUE, CORRECT, AND COMPLETE.
Awaiting
SIGNATURE:______________ DATE:_______ TIN [_]
(4) (5)
SPECIAL PAYMENT AND SIGNATURE(S) GUARANTEE
ISSUANCE INSTRUCTIONS
Guaranteed by:__________________
If a check is to be issued in a NAME OF FIRM--PLEASE PRINT
name other than as indicated in
Item (1), fill in the space be- Signed by:______________________
low and provide a signature AUTHORIZED SIGNATURE
guarantee on Item (5). Issue
to:
SIGNATURE(S) NEED ONLY BE
GUARANTEED IF
ITEM (4) ON THIS PAGE IS
Name: __________________________ COMPLETED.
(PLEASE PRINT)
Address: _______________________
________________________________
(INCLUDING ZIP CODE)
________________________________
(TIN IDENTIFICATION OF SOCIAL
SECURITY NUMBER)
(6) (7)
SPECIAL DELIVERY INSTRUCTIONS PLEASE SIGN HERE
//>// //>//
If a check is to be mailed to ________________________________
an address other than as indi- //>// //>//
cated above, fill in the space ________________________________
below. Mail to: (SIGNATURE(S) OF STOCKHOLDER(S)
Name: __________________________
(PLEASE PRINT)
Address: _______________________
________________________________
________________________________
(INCLUDING ZIP CODE)
MAIL OR DELIVER THIS COMPLETED TRANSMITTAL WITH YOUR STOCK CERTIFICATE
TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C. AS SHOWN ABOVE
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INSTRUCTIONS
Please read these instructions before completing the Transmittal form. The
numbered instructions below apply to the item with the same number on the
Transmittal form.
UNLESS THE CHECK IS TO BE ISSUED IN ANOTHER NAME, OR SPECIAL DELIVERY
INSTRUCTIONS ARE GIVEN, ALL YOU NEED TO DO IS COMPLETE ITEMS (2), (3) AND (7),
ATTACH YOUR STOCK CERTIFICATES TO THE TRANSMITTAL FORM AND MAIL THEM TO THE
DEPOSITARY. REGISTERED MAIL IS RECOMMENDED WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED.
(1) The address label has the name(s) as it (they) appear on your
certificate(s). The total number of shares you own for the certificate(s)
listed under item (1) is in the upper right hand corner of the label.
(2) List all of the certificates you own and the number of shares for each.
If you have lost a certificate(s) indicate so in the certificate number blank,
or write a separate note to the Depositary. The Depositary will send
information to you as to how to replace the lost certificate(s).
(3) The substitute Form W-9 is to be completed and signed by the person(s)
name in item (1) unless the new certificate(s) are to be registered to someone
else as named in item (4). If so, the person(s) named in item (4) must
complete the W-9 form item (3) as the new owner(s).
Part 1--Fill in the social security number(s) or employer identification
numbers(s).
Part 2--If you are not subject to back-up withholding, check the block
provided at the end of Part 2.
Part 3--Check this block only if you are waiting for a tax
identification number.
Certification--Sign and date the W-9 Form.
If the substitute Form W-9 is not properly completed and signed, the
Depositary may, in accordance with Federal law, withhold 31% of the amount
payable for the shares of Common Stock represented by the certificate shown in
item (1) on the Letter of Transmittal.
If the payment check(s) for shares under the exchange is (are) to be issued
to a person (or persons) different than the registered holder(s) of shares of
the stock certificate(s) surrendered, the amount of any stock transfer taxes
payable on account of the transfer to such person(s) must be paid by the
registered holder(s) of the surrendered stock certificate(s), unless
satisfactory evidence that the tax has been paid, or is not applicable, has
been submitted. The Depositary will contact the registered holder(s) of the
surrendered stock certificate(s) in the event that stock transfer taxes are
deemed to be applicable to the transfer.
(4) Instructions for completing item (4) are shown in the Transmittal under
item (4) "Special Payment and Issuance Instructions." The signature guarantee
applies to the person(s) named in item (1) who must sign the transmittal in
item (7).
(5) Signature guarantee is required when the special instruction box item
(4) is completed. Signatures must be guaranteed by a national bank, an
incorporated state bank, or any broker having membership in a principal stock
exchange.
(6) Instructions for completing item (6) are shown on the Transmittal under
item (6) "Special Delivery Instructions."
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(7) The Transmittal form is to be signed by the person(s) named in item (1).
If the signer(s) is (are) a person (or persons) other than the person(s) named
in item (1), the surrendered certificate(s) must be endorsed or accompanied by
a stock power signed by the persons named in item (1) and the signature(s)
must be guaranteed. If the Letter of Transmittal or any stock certificate(s)
or stock power(s) is (are) signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officers of a corporation or other person acting
in a fiduciary or representative capacity, such person should include the full
title of such person when signing and proper evidence satisfactory to the
Depositary of such person's authority to so act must be submitted with the
Letter of Transmittal. In particular, a corporation should sign by its
President or other authorized officers.
IMPORTANT: THE LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF, APPROPRIATELY
COMPLETED AND SIGNED (TOGETHER WITH STOCK CERTIFICATE(S) REPRESENTING SHARES
OF COMMON STOCK AND OTHER REQUIRED DOCUMENTS), MUST BE RECEIVED BY THE
DEPOSITARY BEFORE THE STOCK CASH PAYMENT FOR SHARES OF COMMON STOCK CAN BE
MADE. FOR STOCKHOLDER INQUIRIES CALL (201) 296-4860.
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