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LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
TEXOIL, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 24, 2001
BY
OEI ACQUISITION CORP.,
A WHOLLY-OWNED SUBSIDIARY OF
OCEAN ENERGY, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FEBRUARY 22, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY, N.A.
By Mail: By Hand:
EquiServe Trust Company, N.A. Boston EquiServe LP
Corporate Actions c/o Securities Transfer & Reporting Services, Inc.
P.O. Box 43014 100 William Street, Galleria
Providence, RI 02940-3014 New York, NY 10038
By Facsimile Transmission: By Overnight Courier:
(781) 575-2233 EquiServe Trust Company, N.A.
Investor Relations Telephone: Corporate Actions
(781) 575-3120 150 Royall Street
Canton, MA 02021
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE TRANSMISSION,
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
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 HOLDERS OF SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE ("COMMON SHARES"), OF TEXOIL, INC. EITHER
IF CERTIFICATES EVIDENCING COMMON SHARES ARE TO BE FORWARDED HEREWITH OR, UNLESS
AN AGENT'S MESSAGE (AS DEFINED IN THE OFFER TO PURCHASE (AS DEFINED BELOW)) IS
UTILIZED, IF A TENDER OF SUCH SHARES IS TO BE MADE BY BOOK-ENTRY TRANSFER TO THE
ACCOUNT OF EQUISERVE TRUST COMPANY, N.A., AS DEPOSITARY (THE "DEPOSITARY"), AT
THE DEPOSITORY TRUST COMPANY (THE "BOOK-ENTRY TRANSFER FACILITY"), IN EACH CASE
PURSUANT TO THE PROCEDURES SET FORTH IN SECTION 3 -- "PROCEDURE FOR TENDERING
SHARES" OF THE OFFER TO PURCHASE. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
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DESCRIPTION OF COMMON SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) COMMON SHARE(S) TENDERED
APPEAR(S) ON COMMON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
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TOTAL NUMBER
OF COMMON NUMBER
SHARES OF COMMON
CERTIFICATE EVIDENCED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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Total Common Shares
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* Need not be completed by stockholders delivering Common Shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Common Shares evidenced by each certificate delivered to the
Depositary are being tendered. See Instruction 4 of this Letter of Transmittal.
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The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates representing
Common Shares tendered hereby. The certificates and the number of Common Shares
that the undersigned wishes to tender should be indicated in the appropriate
boxes.
Holders of Common Shares whose certificates are not immediately available,
or who are unable to deliver their certificates and all other documents required
by this Letter of Transmittal to the Depositary on or prior to the Expiration
Date (as defined in Section 1 -- "Terms of the Offer; Expiration Date; Extension
of Tender Period; Termination; Amendment" of the Offer to Purchase) or who
cannot complete the procedure for delivery by book-entry transfer on a timely
basis and who wish to tender their Common Shares must tender their Common Shares
pursuant to the guaranteed delivery procedures set forth in Section
3 -- "Procedure for Tendering Shares" of the Offer to Purchase. See Instruction
2 of this Letter of Transmittal.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
[ ] I HAVE LOST MY CERTIFICATES THAT REPRESENTED COMMON SHARES AND
REQUIRE ASSISTANCE IN OBTAINING A REPLACEMENT CERTIFICATE. I UNDERSTAND
THAT I MUST CONTACT MELLON INVESTOR SERVICES LLC (THE "TRANSFER AGENT") TO
OBTAIN INSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE INSTRUCTION 10.
[ ] CHECK HERE IF COMMON SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY
DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution
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Account Number
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Transaction Code Number
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[ ] CHECK HERE IF COMMON SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING (please enclose a photocopy of such guaranteed delivery):
Name(s) of Registered Holder(s)
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Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Institution Which Guaranteed Delivery
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If delivery is by book-entry transfer, give the following information:
Name of Tendering Institution
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Account Number
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Transaction Code Number
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Ladies and Gentlemen:
The undersigned hereby tenders to OEI Acquisition Corp., a Nevada
corporation (the "Offeror") and a wholly-owned subsidiary of Ocean Energy, Inc.,
a Texas corporation (the "Parent"), the above described shares of common stock,
par value $.01 per share (the "Common Stock"), of Texoil, Inc., a Nevada
corporation (the "Company"), pursuant to the Offeror's offer to purchase (a) all
of the outstanding shares of the Company's Common Stock (the "Common Shares"),
at a purchase price of $8.25 per Common Share, net to the seller in cash,
without interest (such price for Common Shares, referred to herein as the
"Common Share Offer Price"), and (b) all of the outstanding shares of the
Company's Series A Convertible Preferred Stock, par value $.01 per share (the
"Preferred Shares"), at a purchase price of $18.04 per Preferred 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 January 24, 2001 (the
"Offer to Purchase"), receipt of which is hereby acknowledged, and this Letter
of Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer").
Subject to, and effective upon, the acceptance for payment of the Common
Shares tendered herewith, in accordance with 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), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Offeror all right,
title and interest in and to all of the Common Shares tendered hereby and all
rights associated with such Common Shares, including but not limited to all cash
and non-cash dividends, distributions, rights, other Common Shares or other
securities issued, paid or distributed or issuable, payable or distributable in
respect thereof on or after January 18, 2001, and prior to the transfer to the
name of the Offeror (or nominee or transferee of the Offeror) on the Company's
stock transfer records of the Common Shares tendered herewith (collectively, a
"Distribution") and irrevocably constitutes and appoints the Depositary as the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Common Shares (and any Distribution) with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest) to (i) deliver certificates for such Common Shares (and any
Distribution) or transfer ownership of such Common Shares (and any Distribution)
on the account books maintained by the Book-Entry Transfer Facility, together,
in either case, with all accompanying evidences of transfer and authenticity, to
or upon the order of the Offeror, (ii) present such Common Shares (and any
Distribution) for transfer on the books of the Company and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Common Shares (and any Distribution), all in accordance with the terms and
subject to the conditions of the Offer.
The undersigned irrevocably appoints designees of Offeror as such
undersigned's agents, attorneys-in-fact and proxies, with full power of
substitution, to the full extent of the undersigned's rights with respect to the
Common Shares (and any Distribution) tendered by the undersigned and accepted
for payment by Offeror. All such powers of attorney and proxies shall be
considered irrevocable and coupled with an interest. Such appointment will be
effective when, and only to the extent that, Offeror accepts such Common Shares
for payment. Upon such acceptance for payment, all prior powers of attorney,
proxies and consents given by the undersigned with respect to such Common Shares
(and any Distribution) will be revoked without further action, and no subsequent
powers of attorney and proxies may be given nor any subsequent written consents
executed (and, if given or executed, will not be deemed effective). The
designees of Offeror will, with respect to the Common Shares (and any
Distribution) for which such appointment is effective, be empowered to exercise
all voting and other rights of the undersigned as they in their sole discretion
may deem proper at any annual or special meeting of Company stockholders or any
adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise. Offeror reserves the right to require that, in order for
the Common Shares to be deemed validly tendered, immediately upon Offeror's
acceptance of such Common Shares, Offeror must be able to exercise full voting
rights with respect to such Common Shares (and any Distribution), including,
without limitation, voting at any meeting of stockholders.
The undersigned hereby represents and warrants that: (i) the undersigned
has full power and authority to tender, sell, assign and transfer the Common
Shares tendered hereby (and any Distribution) and (ii) when the same are
accepted for payment by the Offeror, the Offeror will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, claims and encumbrances, and the same will not be subject to any
adverse claim and will not have been transferred to the Offeror in violation of
any contractual or other restriction on the transfer thereof. The undersigned,
upon request, shall execute and deliver all additional documents deemed by the
Depositary or the Offeror to be necessary or desirable to complete the sale,
assignment and transfer of the Common Shares tendered hereby (and any
Distribution). In addition, the undersigned shall remit and transfer promptly to
the Depositary for the account of the Offeror any and all Distributions in
respect of the Common Shares tendered hereby, accompanied by appropriate
documentation of transfer, and, pending such remittance and transfer or
appropriate assurance thereof, the Offeror shall be entitled, subject to
applicable law, to all rights and privileges as owner of each such Distribution
and may withhold the
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entire Common Share Offer Price or deduct from the Common Share Offer Price the
amount or value of such Distribution as determined by the Offeror in its sole
discretion.
No authority conferred herein or agreed to be conferred herein shall be
affected by, and all such authority shall survive, the death or incapacity of
the undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, trustees in bankruptcy, personal and
legal representatives, successors and assigns of the undersigned. Tenders of
Common Shares made pursuant to the Offer are irrevocable, except that Common
Shares tendered pursuant to the Offer may be withdrawn at any time prior the
Expiration Date, and, unless theretofore accepted for payment by the Offeror
pursuant to the Offer, may also be withdrawn at any time after March 24, 2001.
See Section 4 -- "Withdrawal Rights" of the Offer to Purchase.
The undersigned understands that tenders of Common Shares pursuant to any
of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Offeror upon the terms and subject to the conditions set forth in the
Offer, including the undersigned's representation that the undersigned owns the
Common Shares being tendered. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Offeror may not be
required to accept for payment any of the Common Shares tendered hereby. See
Section 14 -- "Certain Conditions to Our Obligations" of the Offer to Purchase.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions", please issue the check for the Common Share Offer Price for all
Common Shares purchased and return any certificates for Common Shares not
tendered or not purchased, in the name(s) of the registered holder(s) appearing
above under "Description of Common Shares Tendered". Similarly, unless otherwise
indicated in the box entitled "Special Delivery Instructions", please mail the
check for the Common Share Offer Price for all Common Shares purchased and
return any certificates for any Common Shares not tendered or not purchased (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under "Description of Common Shares Tendered". If the
boxes entitled "Special Delivery Instructions" and "Special Payment
Instructions" are both completed, please issue the check for the Common Share
Offer Price for all Common Shares purchased and return any certificates for
Common Shares not tendered or not purchased in the name(s) of, and deliver said
check and/or certificate(s) to, the person(s) so indicated. Unless otherwise
indicated in the box entitled "Special Payment Instructions", in the case of a
book-entry delivery of Common Shares, please credit the account maintained at
the Book-Entry Transfer Facility with any Common Shares not purchased. The
undersigned recognizes that the Offeror has no obligation, pursuant to the
"Special Payment Instructions", to transfer any Common Shares from the name(s)
of the registered holder(s) thereof if the Offeror does not accept for payment
any of the Common Shares tendered hereby.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Common Share
Offer Price of Common Shares purchased (less the amount
of any federal income and backup withholding tax
required to be withheld) or certificates for Common
Shares not tendered or not purchased are to be issued in
the name of someone other than the undersigned, or if
Common Shares tendered by book-entry transfer which are
not accepted for payment are to be returned by credit to
an account maintained at the Book-Entry Transfer
Facility other than that shown on page 1.
Issue [ ] Check [ ] Certificate(s) to:
Name
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(Please Print)
Address
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(Include Zip Code)
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(Recipient's Tax Identification or Social Security No.)
(See Substitute W-9 below)
[ ] Credit Common Shares tendered by book-entry transfer
that are not accepted for payment to the Book-Entry
Transfer Facility account designated below.
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(Depositary Account Number)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Common Share
Offer Price of Common Shares purchased (less the amount
of any federal income and backup withholding tax
required to be withheld) or certificates for Common
Shares not tendered or not purchased are to be sent to
someone other than the undersigned, or to the
undersigned at an address other than that shown under
"Description of Common Shares Tendered".
Issue [ ] Check [ ] Certificate(s) to:
Name
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(Please Print)
Address
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(Include Zip Code)
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(Recipient's Tax Identification or Social Security No.)
(See Substitute W-9 below)
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IMPORTANT
STOCKHOLDERS: SIGN HERE
(Also Complete Substitute Form W-9 Below)
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(Signature(s) of Stockholder(s))
(See guarantee requirement below)
Dated:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificates or on a security position listing or by person(s) authorized to
become registered holder(s) by certificate(s) 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. See
Instruction 5.)
Name(s)
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(Please Print)
Capacity (Full Title)
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Address
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(Include Zip Code)
Area Code and Telephone Number
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Tax Identification or Social Security Number
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(See Substitute Form W-9 below)
GUARANTEE OF SIGNATURE(S)
(If Required -- See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN THE SPACE BELOW.
Authorized Signature(s)
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Name
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(Please Print)
Title
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Name of Firm
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Address
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(Include Zip Code)
Area Code and Telephone Number
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Dated:
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PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A.
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT Social Security Number
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. Employer Identification Number
DEPARTMENT OF THE TREASURY (if awaiting TIN write
INTERNAL REVENUE SERVICE "Applied For")
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER ("TIN")
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PART 2 -- Certification -- Under penalties of perjury, I certify that: (1) The number
shown on this form is my correct Taxpayer Identification Number (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. [ ].
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CERTIFICATION INSTRUCTIONS -- You must cross out item PART 3 --
(2) above if you have been notified by the IRS that AWAITING TIN [ ]
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, do not cross out
item (2).
Signature Date
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM 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 CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
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, 31% of all reportable
payments made to me will be withheld, but that such amounts will be refunded to
me if I then provide a taxpayer identification number within 60 days.
Signature Date
--------------------------------- ------------------
Name (Please print)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Signature Guarantee. No signature guarantee on this Letter of
Transmittal is required if (i) this Letter of Transmittal is signed by the
registered holder(s) (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 Common Shares) tendered herewith,
unless such holder(s) have completed either the box entitled "Special Delivery
Instructions" or "Special Payment Instructions" on this Letter of Transmittal or
(ii) such Common Shares are tendered for the account of a financial institution
(including most commercial banks, savings and loan associations and brokerage
houses) that is a member in good standing of the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each, an "Eligible
Institution"). In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by an Eligible Institution.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry
Confirmations. This Letter of Transmittal is to be completed by stockholders
either if Common Share certificates are to be forwarded herewith, or unless an
Agent's Message (as defined in Section 2 -- "Acceptance for Payment and Payment
for Shares" of the Offer to Purchase) is utilized, if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
Section 3 -- "Procedure for Tendering Shares" of the Offer to Purchase.
Certificates for all physically tendered Common Shares, or timely confirmation
of a book-entry transfer (a "Book Entry Confirmation") into the Depositary's
account at the Book-Entry Transfer Facility of all Common Shares delivered by
book-entry transfer, together with this Letter of Transmittal (or manually
signed facsimile hereof) properly completed and duly executed with all required
signature guarantees (or, in connection with a book-entry transfer, an Agent's
Message), 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 Section 1 -- "Terms of the Offer;
Expiration Date; Extension of Tender Period; Termination; Amendment" of the
Offer to Purchase), or the tendering stockholder must comply with the guaranteed
delivery procedures set forth below. If certificates are forwarded to the
Depositary in multiple deliveries, this Letter of Transmittal (or manually
signed facsimile hereof) properly completed and duly executed with all required
signature guarantees must accompany each such delivery.
Stockholders whose certificates for Common Shares are not immediately
available, who cannot deliver their certificates and all other required
documents to the Depositary on or prior to the Expiration Date, or who cannot
complete the procedures for delivery by book-entry transfer on a timely basis,
may tender their Common Shares pursuant to the guaranteed delivery procedures
set forth in Section 3 -- "Procedure for Tendering Shares" of the Offer to
Purchase. Pursuant to such procedures, (i) such tender must be made by or
through an Eligible Institution, (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Offeror, must be received by the Depositary, either by hand delivery, mail or
facsimile transmission, on or prior to the Expiration Date and (iii) the
certificates for all physically tendered shares, in proper form for transfer (or
a Book-Entry Confirmation) together with this Letter of Transmittal (or manually
signed facsimile thereof) properly completed and duly executed with all required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message) and any other documents required by this Letter of Transmittal, must be
received by the Depositary within three trading days after the date of the
execution of the Notice of Guaranteed Delivery. A trading day is any day on
which the Nasdaq Small Cap Market is open for business.
The method of delivery of this Letter of Transmittal, the certificates for
Common Shares and all other required documents, including delivery through the
Book-Entry Transfer Facility, is at the option and risk of the tendering
stockholder. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed for such documents to reach the Depositary. Except as
otherwise provided in this Instruction 2, delivery will be deemed made only when
actually received by the Depositary (including, in the case of book-entry
transfer, by Book-Entry Confirmation).
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No alternative, conditional or contingent tenders will be accepted and no
fractional Common Shares will be purchased. All tendering stockholders, by
execution of this Letter of Transmittal (or a facsimile hereof), waive any right
to receive any notice of the acceptance of their Common Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Common Shares Tendered" is inadequate, the certificate numbers, the number of
Common Shares evidenced by such certificates and the number of Common Shares
tendered should be listed on a separate signed schedule and attached hereto.
4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer). If fewer than all the Common Shares evidenced by any certificate
delivered to the Depositary herewith are to be tendered, fill in the number of
Common Shares that are to be tendered in the box entitled "Number of Shares
Tendered". In such case, as soon as practicable after the Expiration Date, new
certificate(s) evidencing the remainder of the Common Shares that were evidenced
by the certificates delivered to the Depositary herewith will be sent to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Delivery Instructions". All Common 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 Common
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the certificates without alteration, enlargement or any other change
whatsoever.
If any Common Shares tendered hereby are held of record by two or more
holders, all such holders must sign this Letter of Transmittal.
If any of the Common Shares tendered hereby are registered in names of
different holders on several 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
Common Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment is to be made, or certificates for Common
Shares not tendered or not purchased are to be issued in the name of, a person
other than the registered holder(s), in which case the certificate(s) 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 such
certificate(s), and the 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 Common Shares tendered hereby, the certificates
tendered hereby must be endorsed or accompanied by appropriate stock powers, in
either case signed as the name(s) of the registered holder(s) appear(s) on such
certificates. Signatures on such certificates and 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, agent,
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 the Offeror of such person's authority to so act must be
submitted.
6. Special Payment and Delivery Instructions. If a check for the Common
Share Offer Price of any Common Shares tendered hereby is to be issued, or
certificate(s) not tendered or not purchased are to be issued, in the name of a
person other than the person signing this Letter of Transmittal, or if the check
or any certificate for Common 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 but at an address other
than that shown above, the appropriate boxes on this Letter of Transmittal must
be completed. A stockholder tendering by book-entry transfer may request that
Common Shares not accepted for payment be credited to such account maintained at
the Book-Entry Transfer Facility as such stockholder may designate under
"Special Payment Instructions." If no such instructions are given, such Common
Shares not accepted for payment will be returned by crediting the account at the
Book-Entry Transfer Facility designated above.
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7. Stock Transfer Taxes. Except as set forth in this Instruction 7, the
Offeror will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale of the purchased Common Shares to it, or to its order,
pursuant to the Offer. If, however, payment of the Common Share Offer Price of
any Common Shares purchased is to be made to, or certificate(s) for Common
Shares not tendered or not purchased are to be issued in the name of, a person
other than the registered holder(s), or if tendered certificates are registered
in the name of any person(s) other than the person(s) signing this Letter of
Transmittal, 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 other person will be deducted from the Common Share Offer Price
of such Common Shares purchased, unless evidence satisfactory to the Offeror of
the payment of such taxes or exemption therefrom is submitted. Except as
otherwise provided in this Instruction 7, it will not be necessary for transfer
tax stamps to be affixed to the certificate(s) listed in this Letter of
Transmittal.
8. Waiver of Conditions. Subject to the terms of the Merger Agreement (as
defined in the Offer to Purchase), the conditions of the Offer may be waived by
the Offeror, in whole or in part, at any time and from time to time in the
Offeror's sole discretion.
9. Substitute Form W-9. Each tendering stockholder is required to provide
the Depositary with a correct taxpayer identification number ("TIN"), generally
the stockholder's social security or federal employer identification number, and
with certain other information, 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 the 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 (Part 2) 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 31% federal
income tax withholding on the payment of the Common Share Offer Price of all
Common Shares purchased from such stockholder. The box in Part 3 of the
Substitute Form W-9 may be checked if the tendering stockholder has not been
issued a TIN and has applied for a TIN or intends to apply for a TIN in the near
future. If the box in Part 3 is checked and the Depositary is not provided with
the TIN within 60 days, the Depositary will withhold 31% on all payments of the
Common Share Offer Price to such stockholder until a TIN is provided to the
Depositary.
10. Lost, Mutilated, Destroyed or Stolen Certificates. If any
certificate(s) representing shares has been lost, mutilated, destroyed or
stolen, the stockholder should complete this Letter of Transmittal and check the
appropriate box above and promptly notify the Transfer Agent. The stockholder
will then be instructed as to the steps that must be taken in order to replace
the certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, mutilated, destroyed or
stolen certificates have been followed. To expedite replacement, call the
Transfer Agent at (800) 635-9270. The stockholder may also be required to give
the Company a bond as indemnity against any claim that may be made against it
with respect to the certificate(s) alleged to have been lost, mutilated,
destroyed or stolen. There can be no assurance that such lost, mutilated,
destroyed or stolen certificate(s) will be replaced prior to the Expiration
Date.
11. Requests for Assistance or Additional Copies. Questions or requests
for assistance may be directed to the Information Agent at the address and
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 at the address and telephone number set
forth below. Holders of Common Shares may also contact their brokers, dealers,
commercial banks or trust companies or other nominees for assistance concerning
the Offer.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE
HEREOF) PROPERLY COMPLETED AND DULY EXECUTED (WITH ALL REQUIRED GUARANTEES AND
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY PROPERLY COMPLETED AND DULY
EXECUTED MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
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IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Common Shares
are accepted for payment is required to provide the Depositary (as payer) with
such stockholder's current TIN on 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 or other payee
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such stockholder or other payee with respect
to Common Shares purchased pursuant to the Offer may be subject to backup
withholding of 31%.
The box in part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder (or other payee) is required to submit a Substitute Form
W-9 and has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked, the tendering
stockholder must also complete the attached Certificate of Awaiting Taxpayer
Identification Number in order to avoid backup withholding. If the box in Part 3
is so checked and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% on all such payments of the Common
Share Offer Price until a TIN is provided to the Depositary. A tendering
stockholder who checks the box in Part 3 in lieu of furnishing his or her TIN
should furnish the Depositary with his or her TIN as soon as it is received.
Certain stockholders (including, among others, all corporation, and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual or a foreign entity to qualify
as an exempt recipient, that stockholder must submit to the Depositary a
properly completed Internal Revenue Service Form W-8 (a "Form W-8"), signed
under penalties of perjury, attesting to that individual's exempt status. A Form
W-8 can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payment made to the stockholder or other 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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made to a stockholder or other
payee with respect to shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of the stockholder's current TIN (or the TIN
of any other payee) by completing the form, certifying that the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), and
that (1) the stockholder has not been notified by the Internal Revenue Service
that the stockholder is subject to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal Revenue Service has
notified the stockholder that the stockholder is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
shares tendered hereby. If the shares are registered in more than one name or
are not registered 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.
The Information Agent for the Offer is:
[GEORGESON SHAREHOLDER COMMUNICATIONS, INC.]
17 STATE STREET, 10TH FLOOR
NEW YORK, NY 10004
BANKS AND BROKERS CALL COLLECT: (212) 440-9800
ALL OTHERS CALL TOLL FREE: (800) 223-2064
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