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LETTER OF TRANSMITTAL
TO TENDER SHARES OF SERIES A CONVERTIBLE PREFERRED 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
SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $.01 PER SHARE ("PREFERRED
SHARES") OF TEXOIL, INC. WHO HOLD CERTIFICATES EVIDENCING PREFERRED SHARES WHICH
ARE TO BE FORWARDED HEREWITH. HOLDERS WHOSE CERTIFICATES EVIDENCING PREFERRED
SHARES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT DELIVER THEIR CERTIFICATES
AND ALL OTHER DOCUMENTS REQUIRED HEREBY TO THE DEPOSITARY 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) AND WHO WISH TO TENDER THEIR PREFERRED SHARES MUST DO SO PURSUANT TO
THE GUARANTEED DELIVERY PROCEDURE DESCRIBED IN SECTION 3 -- "PROCEDURE FOR
TENDERING SHARES" OF THE OFFER TO PURCHASE. SEE INSTRUCTION 2 OF THIS LETTER OF
TRANSMITTAL.
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DESCRIPTION OF PREFERRED SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) AND PREFERRED PREFERRED SHARE(S) TENDERED
SHARES TENDERED APPEAR(S) ON PREFERRED SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
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TOTAL NUMBER
OF PREFERRED NUMBER
SHARES OF PREFERRED
CERTIFICATE EVIDENCED BY SHARES
NUMBER(S) CERTIFICATE(S) TENDERED*
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Total Preferred
Shares
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* Unless otherwise indicated, it will be assumed that all Preferred Shares evidenced by each certificate delivered to
the Depositary are being tendered. See Instruction 4 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 PREFERRED 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 PREFERRED 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 No. (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution that Guaranteed Delivery:
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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 Series A
Convertible Preferred stock, par value $.01 per share (the "Preferred Shares"),
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 Preferred
Stock (the "Preferred Shares"), at a purchase price of $18.04 per Share, net to
the seller in cash, without interest (such price for Preferred Shares referred
to herein as the "Preferred Share Offer Price"), and (b) 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, 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 the Offer to
Purchase and any amendments or supplements hereto or thereto, collectively
constitute the "Offer").
Subject to, and effective upon, the acceptance for payment of the Preferred
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 Preferred Shares tendered hereby and all
rights associated with such Preferred Shares, including but not limited to all
cash and non-cash dividends, distributions, rights, other Preferred Shares or
other securities issued, paid or distributed or issuable, payable or
distributable in respect thereof (including, without limitation, with respect to
the Preferred Shares, rights to dividends pursuant to Section 4.17 of the
Preferred Stock Purchase Agreement dated October 12, 1997 by and among the
Company and certain stockholders, as amended to the date of the Merger
Agreement) on or after January 18, 2001 (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 Preferred 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 Preferred Shares (and any Distribution) together with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Offeror, upon receipt by the Depositary, as the undersigned's agent, of the
Preferred Share Offer Price, (ii) present such Preferred 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
Preferred 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
Preferred 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 Preferred
Shares for payment. Upon such acceptance for payment, all prior powers of
attorney, proxies and consents given by the undersigned with respect to such
Preferred 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 Preferred 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 Preferred Shares to be deemed validly tendered,
immediately upon Offeror's acceptance of such Preferred Shares, Offeror must be
able to exercise full voting rights with respect to such Preferred Shares (and
any Distribution), including, without limitation, voting at any meeting of
stockholders.
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The undersigned hereby represents and warrants that: (i) the undersigned
has full power and authority to tender, sell, assign and transfer the Preferred
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 hereof. 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 Preferred 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 Preferred 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 entire Preferred Share Offer Price or deduct from the
Preferred 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
Preferred Shares made pursuant to the Offer are irrevocable, except that
Preferred 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 Preferred 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
Preferred 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 Preferred 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 Preferred Share Offer Price for
all Preferred Shares purchased and return any certificates for Preferred Shares
not tendered or not purchased, in the name(s) of the registered holder(s)
appearing above under "Description of Preferred Shares Tendered." Similarly,
unless otherwise indicated in the box entitled "Special Delivery Instructions,"
please mail the check for the Preferred Share Offer Price for all Preferred
Shares purchased and return any certificates for any Preferred 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
Preferred Shares Tendered." If the boxes entitled "Special Delivery
Instructions" and "Special Payment Instructions" are both completed, please
issue the check for the Preferred Share Offer Price for all Preferred Shares
purchased and return any certificates for Preferred 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. The undersigned recognizes that the Offeror has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Preferred Shares from the name(s) of the registered holder(s) thereof if the
Offeror does not accept for payment any of the Preferred 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 Preferred
Share Offer Price of Preferred Shares purchased (less
the amount of any federal income and backup withholding
tax required to be withheld) or certificates for
Preferred Shares not tendered or not purchased are to be
issued in the name of someone other than the
undersigned.
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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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Preferred
Share Offer Price of Preferred Shares purchased (less
the amount of any federal income and backup withholding
tax required to be withheld) or certificates for
Preferred 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 Preferred 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 Dated
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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) or (ii) such Preferred 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. This Letter of
Transmittal is to be completed by stockholders pursuant to the procedures set
forth in Section 3 -- "Procedure for Tendering Shares" of the Offer to Purchase.
Certificates for all physically tendered Preferred Shares, this Letter of
Transmittal (or manually signed facsimile hereof) properly completed and duly
executed with all required signature guarantees and any other documents required
by this Letter of Transmittal, must be received by the Depositary at the address
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 Preferred Shares are not immediately
available or who cannot deliver their certificates and all other required
documents to the Depositary on or prior to the Expiration Date, may tender their
Preferred 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 together with this Letter of
Transmittal (or manually signed facsimile thereof) properly completed and duly
executed with all required signature guarantees 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
Preferred Shares and all other required documents 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.
No alternative, conditional or contingent tenders will be accepted and no
fractional Preferred 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 Preferred Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Preferred Shares Tendered" is inadequate, the certificate numbers, the number of
Preferred Shares evidenced by such certificates and the number of Preferred
Shares tendered should be listed on a separate signed schedule and attached
hereto.
4. Partial Tenders. If fewer than all the Preferred Shares evidenced by
any certificate delivered to the Depositary herewith are to be tendered, fill in
the number of Preferred Shares that are to be tendered in the box entitled
"Number of Preferred Shares Tendered." In such case, as soon as practicable
after the Expiration Date, new certificate(s) evidencing the remainder of the
Preferred 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 Preferred
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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
Preferred 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 Preferred 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 Preferred 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
Preferred Shares tendered hereby, no endorsements of certificates or separate
stock powers are required unless payment is to be made, or certificates for
Preferred 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 Preferred 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 Preferred
Share Offer Price of any Preferred 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 Preferred 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.
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 Preferred Shares to it, or to its order,
pursuant to the Offer. If, however, payment of the Preferred Share Offer Price
of any Preferred Shares purchased is to be made to, or certificate(s) for
Preferred 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 Preferred Share
Offer Price of such Preferred 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 certificates 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
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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
Preferred Share Offer Price of all Preferred 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 Preferred 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 Preferred 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 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.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Preferred 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 Preferred 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 Preferred
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.
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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.
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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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