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LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
THERMO SENTRON INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED MARCH 3, 2000
BY
SENTRON ACQUISITION, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
THERMEDICS INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MARCH 30, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail: By Hand or Overnight Courier:
40 Wall Street 40 Wall Street
46th Floor 46th Floor
New York, NY 10005 New York, NY 10005
Attn: Reorganization Department Attn: Reorganization Department
By Facsimile Transmission:
(718) 234-5001
Confirm by Telephone:
(718) 921-8200
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR 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.
This Letter of Transmittal is to be completed by holders of Shares (as
defined below) either if certificates evidencing Shares ("Share Certificates")
are to be forwarded herewith or, unless an Agent's Message (as defined in the
section of the Offer to Purchase dated March 3, 2000 (the "Offer to Purchase")
captioned "The Tender Offer -- Acceptance For Payment And Payment For Shares")
is utilized, if delivery of Shares is to be made by book-entry transfer into the
account of American Stock Transfer & Trust Company, as Depositary (the
"Depositary"), at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in the section of the Offer to Purchase captioned "The
Tender Offer -- Procedures For Accepting The Offer And Tendering Shares."
Stockholders who tender Shares by book-entry transfer are referred to herein as
"Book-Entry Stockholders."
Stockholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other documents required hereby
to the Depositary prior to the Expiration Date (as defined in the section of the
Offer to Purchase captioned "The Tender Offer -- Terms Of The Offer; Expiration
Date"), or who cannot complete the procedures for delivery by book-entry
transfer on a timely basis, may tender their Shares according to the guaranteed
delivery procedures set forth in the section of the Offer to Purchase captioned
"The Tender Offer -- Procedures For Accepting The Offer And Tendering Shares."
See Instruction 2. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S
PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S))
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DESCRIPTION OF SHARES TENDERED
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SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
(ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY).
SEE INSTRUCTION 3.
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TOTAL NUMBER
OF SHARES
SHARE REPRESENTED NUMBER
CERTIFICATE BY SHARE OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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TOTAL SHARES
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* Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated, all Shares represented by Share Certificates
delivered to the Depositary will be deemed to have been tendered. See
Instruction 4.
IF ANY SHARE CERTIFICATES HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11.
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[ ] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING
(ONLY PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:______________________________________________
DTC Account Number:_________________________________________________________
DTC Transaction Code Number:________________________________________________
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING
(PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):
Name(s) of Registered Holder(s):_____________________________________________
Window Ticket Number (if any):_______________________________________________
Date of Execution of Notice of Guaranteed Delivery:__________________________
Name of Institution that Guaranteed Delivery:________________________________
If delivered by Book-Entry Transfer:_________________________________________
DTC Account Number:__________________________________________________________
DTC Transaction Code Number:_________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Sentron Acquisition, Inc. (the
"Purchaser"), a Delaware corporation and an indirect wholly-owned subsidiary of
Thermedics Inc., a Massachusetts corporation ("Thermedics"), the above-described
shares of common stock, par value $0.01 per share (the "Shares"), of Thermo
Sentron Inc., a Delaware corporation (the "Company"), pursuant to the
Purchaser's offer to purchase all of the outstanding Shares at a price of $15.50
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase and in this
Letter of Transmittal (which, together with any amendments or supplements
thereto or hereto, collectively constitute the "Offer"), receipt of each of
which is hereby acknowledged. The undersigned understands that the Purchaser
reserves the right to transfer or assign, in whole or from time to time in part,
to one or more of its affiliates, the right to purchase all or any portion of
the Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the 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 any such extension or amendment, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Purchaser all right, title
and interest in and to all of the Shares that are being tendered hereby and any
and all dividends and distributions, including, without limitation,
distributions of additional Shares or rights declared, paid or issued with
respect
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to the tendered Shares on or after January 31, 2000 (collectively,
"Distributions"), and irrevocably constitutes and appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Shares and any Distributions with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) to
(a) deliver such Share Certificates and any Distributions, or transfer ownership
of such Shares and any Distributions on the account books maintained by DTC,
together in either case with appropriate evidences of transfer and authenticity,
to, or upon the order of, the Purchaser, upon receipt by the Depositary, as the
undersigned's agent, of the purchase price, (b) present such Shares and any
Distributions for transfer on the books of the Company, and (c) receive all
benefits and otherwise exercise all rights of record and beneficial ownership of
such Shares and any Distributions, all in accordance with the terms and subject
to the conditions of the Offer.
The undersigned hereby irrevocably appoints John T. Keiser, Kenneth J.
Apicerno, Sandra L. Lambert and Seth H. Hoogasian in their respective capacities
as officers of the Purchaser or one of its affiliates, and any individuals who
shall hereafter succeed to any such office of the Purchaser or one of its
affiliates, and each of them or any other designees of the Purchaser, as
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to the full extent of the undersigned's rights with respect to the
Shares tendered by the undersigned and accepted for payment and paid for by the
Purchaser and any Distributions. This power of attorney and proxy shall be
considered irrevocable and coupled with an interest in the tendered Shares. Such
appointment will be effective when, and only to the extent that, the Purchaser
accepts such Shares for payment and deposits the purchase price therefor with
the Depositary. Upon such deposit, all prior powers of attorney and proxies
given by the undersigned at any time with respect to such Shares and any
Distributions will, without further action, be revoked, and no subsequent powers
of attorney or proxies may be given nor any subsequent written consents executed
by the undersigned (and, if given or executed, will not be deemed effective).
Upon such deposit by the Purchaser, the designees of the Purchaser will, with
respect to such Shares and any Distributions, 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 the Company's stockholders, or
any adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise. The Purchaser reserves the right to require that, in order
for Shares to be deemed validly tendered, immediately upon the Purchaser's
payment for such Shares, the Purchaser must be able to exercise full voting
rights and other rights of a record and beneficial owner with respect to such
Shares and any Distributions, including, without limitation, voting at any
meeting of stockholders or by written consent in lieu of any such meeting.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and any Distributions and (b) when the Shares are accepted for
payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title to the Shares and any Distributions, free and clear of all
liens, restrictions, charges and encumbrances, and the same will not be subject
to any adverse claim. The undersigned, upon request, shall execute and deliver
any additional documents deemed by the Depositary or the Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and any Distributions. In addition, the undersigned shall
promptly remit and transfer to the Depositary for the account of the Purchaser
any Distribution in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance or
appropriate assurance thereof, the Purchaser shall be, subject to applicable
law, entitled to all rights and privileges as record and beneficial owner of any
such Distribution and may withhold the entire purchase price of Shares tendered
hereby or deduct from the purchase price the amount or value of any such
Distribution, as determined by the Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and 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 otherwise provided in the Offer to Purchase, tenders of Shares
made pursuant to the Offer are irrevocable. Shares tendered pursuant to the
Offer may be withdrawn at any time prior to the Expiration Date (as defined in
the section of the Offer to Purchase captioned "The Tender Offer--Terms Of The
Offer; Expiration Date") and, unless theretofore accepted for payment by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after May 1,
2000. See the section of the Offer to Purchase captioned "The Tender Offer
-- Withdrawal Rights."
The undersigned understands that tenders of Shares pursuant to any of the
procedures described in the section of the Offer to Purchase captioned "The
Tender Offer -- Procedures For Accepting The Offer And Tendering Shares" and in
the Instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer. The Purchaser's acceptance of such Shares for
payment will constitute a binding agreement between the undersigned and the
Purchaser upon the terms and subject to the conditions set forth in the Offer.
The undersigned understands that the Offer is conditioned upon, among other
things set forth in the Offer to Purchase, there being validly tendered and not
withdrawn prior to the expiration of the Offer that number of Shares
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which, together with the Shares held by Thermo Electron Corporation and its
subsidiaries, including Thermedics, constitutes at least ninety percent (90%) of
the Shares outstanding on the Expiration Date.
The undersigned understands that, under certain circumstances set forth in
the Offer to Purchase, the Purchaser may terminate or amend the Offer or may not
be required to accept for payment any of the Shares tendered herewith.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price of all Shares accepted for payment
and issue or return any Share Certificate(s) for Shares not tendered or not
purchased in the name(s) of the registered holder(s) appearing under
"Description of Shares Tendered." Similarly, unless otherwise indicated herein
under "Special Delivery Instructions," please mail the check for the purchase
price of all Shares accepted for payment and return any Share Certificate(s) for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the address of the registered holder(s) appearing under
"Description of Shares Tendered." In the event that both the "Special Delivery
Instructions" and the "Special Payment Instructions" boxes are completed, please
issue the check for the purchase price of all Shares accepted for payment and
return any Share Certificate(s) for Shares not tendered or not purchased in the
name(s) of, and deliver such check and return such Share Certificate(s) to, the
person(s) so indicated. Please credit any Shares tendered herewith by book-entry
transfer that are not purchased by crediting the DTC account designated above.
The undersigned recognizes that the Purchaser has no obligation pursuant to the
"Special Payment Instructions" to transfer any Shares from the name(s) of the
registered holder(s) thereof if the Purchaser does not accept for payment any of
the Shares tendered hereby.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share Certificate(s) evidencing Shares not
tendered or not purchased or the check for the purchase price of Shares
accepted for payment are to be issued in the name of someone other than
the undersigned.
Issue: [ ] check [ ] certificates to:
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 BELOW)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share Certificate(s) evidencing Shares not
tendered or not purchased or the check for the purchase price of Shares
accepted for payment are to be sent to someone other than the undersigned
or to the undersigned at an address other than that shown above.
Mail: [ ] check [ ] certificates to:
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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SIGN IMPORTANT SIGN
HERE SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 BELOW HERE
[ARROW] X [ARROW]
[ARROW] ----------------------------------------------------------------- [ARROW]
X
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SIGNATURE(S) OF HOLDER(S)
Dated:
------------------------------------------, 2000
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on Share Certificate(s) or on a security position listing
or by person(s) authorized to become registered holder(s) by
certificates and documents transmitted herewith. If signature is by
a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other 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 No.:
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Dated:
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
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Name:
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(PLEASE PRINT)
Title:
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Name of Firm:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Dated:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Shares (which term, for purposes of this document, shall
include any DTC participant whose name appears on a security position listing as
the owner of Share(s)) tendered herewith, unless such holder(s) has (have)
completed either the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions," or (b) if such Share(s) are tendered
for the account of a firm which is a commercial bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents Medallion Program, the Stock Exchanges' Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program (each
of the foregoing being referred to as an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates. This Letter of
Transmittal is to be completed by stockholders either if Share Certificates are
to be forwarded herewith or, unless an Agent's Message is utilized, if delivery
of Shares is to be made by book-entry transfer pursuant to the procedures set
forth in the section of the Offer to Purchase captioned "The Tender
Offer -- Procedures For Accepting The Offer And Tendering Shares." In order for
Shares to be validly tendered pursuant to the Offer, this Letter of Transmittal
(or a facsimile hereof), properly completed and duly executed, together with any
required signature guarantees, or an Agent's Message in connection with a
book-entry delivery of Shares, and any other documents required by this Letter
of Transmittal, must be received by the Depositary at one of its addresses set
forth on the front cover hereof prior to the Expiration Date and either (i)
Share Certificates evidencing tendered Shares must be received by the Depositary
at such address or such Shares must be tendered by book-entry transfer and a
timely confirmation of such book-entry transfer (a "Book-Entry Confirmation")
must be received by the Depositary, in each case prior to the Expiration Date or
(ii) the guaranteed delivery procedures described in the following sentence must
be complied with. Stockholders whose Share Certificates are not immediately
available or who cannot deliver their Share Certificates and all other required
documents to reach the Depositary prior to the Expiration Date or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis may
tender their Shares by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in
the section of the Offer to Purchase captioned "The Tender Offer -- Procedures
For Accepting The Offer And Tendering Shares." 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 made available by the Purchaser, must be received by the Depositary prior
to the Expiration Date; and (iii) the Share Certificates (or a Book-Entry
Confirmation) evidencing all tendered Shares, in proper form for transfer,
together with this Letter of Transmittal (or a facsimile hereof), properly
completed and duly executed, with any required signature guarantees (or, in the
case of a book-entry delivery, an Agent's Message), and any other documents
required by this Letter of Transmittal, must be received by the Depositary
within three American Stock Exchange trading days after the date of execution of
such Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE SOLE
OPTION AND RISK OF THE TENDERING STOCKHOLDER AND THE DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. 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. 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 Shares for payment.
If Share Certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery.
3. Inadequate Space. If the space provided herein is inadequate, the
Share Certificate numbers, the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto and
referenced in the box entitled "Description of Shares Tendered."
4. Partial Tenders. (Not Applicable to Book-Entry Stockholders.) If
fewer than all the Shares evidenced by any Share Certificate submitted to the
Depositary herewith are to be tendered, fill in the number of Shares which are
to be
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tendered in the box entitled "Number of Shares Tendered." In such cases, new
Share Certificate(s) evidencing the Shares that were evidenced by the Share
Certificate(s) delivered to the Depositary herewith, but which were not tendered
hereby, will be sent to the registered holder(s) shown above, unless otherwise
provided in the box entitled "Special Delivery Instructions," as soon as
practicable after the expiration or termination of the Offer. All Shares
represented by Share 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 Share Certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the tendered Shares are registered in the names of different
holders, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of Share
Certificates.
If this Letter of Transmittal or any Share 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 the Purchaser of such person's authority so to act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and tendered hereby, no endorsements of Share Certificates or
separate stock powers are required, unless payment is to be made to, or Share
Certificates evidencing 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
Share Certificate(s) evidencing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers signed exactly as the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s). Signatures on such
Share Certificate(s) 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 Share Certificate(s) listed and tendered hereby, the
Share Certificate(s) must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear on such Share Certificate(s). Signature(s) on such Share Certificate(s)
and stock powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6, the
Purchaser will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale of Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of Shares accepted for payment is to be
made to, or if Share Certificate(s) evidencing Shares not tendered or not
purchased are to be issued in the name of, any person other than the registered
holder(s), or if tendered Share Certificates are registered in the name of any
person other than the person(s) signing this Letter of Transmittal, then the
amount of any stock transfer taxes (whether imposed on the registered holder(s)
or such person or otherwise) payable on account of the transfer to such other
person will be deducted from the purchase price unless satisfactory evidence of
the payment of such taxes, or an exemption therefrom, is submitted.
EXCEPT AS SET FORTH IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATE(S) TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of Shares accepted for payment is to be issued in the name of, or Share
Certificate(s) evidencing Shares not tendered or not purchased are to be issued
or returned to, a person other than the signer of this Letter of Transmittal or
if a check or such Share Certificate(s) are to be returned to a person other
than the signer of this Letter of Transmittal or to an address of the signer
other than that shown in this Letter of Transmittal, the appropriate boxes on
this Letter of Transmittal must be completed.
8. Waiver of Conditions. The conditions of the Offer may be waived by the
Purchaser, in whole or in part, at any time and from time to time in its sole
discretion.
9. Substitute Form W-9. Under U.S. federal income tax law, a stockholder
whose tendered Shares are purchased is required to provide the Depositary with
such stockholder's correct taxpayer identification number ("TIN") (e.g., social
security number or employer identification number) on Substitute Form W-9 below
and to certify whether such
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stockholder is subject to backup withholding of federal income tax. If a
tendering stockholder has been notified by the Internal Revenue Service (the
"IRS") 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 IRS 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
federal income tax withholding at the rate of 31% on the payment of the purchase
price of all Shares purchased from the stockholder. If the Depositary is not
provided with the correct TIN, the IRS may subject the stockholder or other
payee to a $50 penalty.
Certain stockholders are not subject to these backup withholding and
reporting requirements. Exempt recipients, such as corporations, are also
requested to provide their TIN and check the "Exempt" box in Part 3. Foreign
individuals or entities must submit a Form W-8 or W-8BEN, signed under penalties
of perjury, attesting to their foreign status. A Form W-8 or W8-BEN can be
obtained from the Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for more instructions.
IF BACKUP WITHHOLDING APPLIES, THE DEPOSITARY IS REQUIRED TO WITHHOLD 31%
OF ANY PAYMENTS MADE TO THE STOCKHOLDER OR OTHER PAYEE. 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 WITHHOLDING
RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED FROM THE IRS.
The "Awaiting TIN" 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 "Awaiting TIN" box in
Part 3 is checked, the stockholder or other payee must also complete the
Certificate of Awaiting Taxpayer Identification Number below in order to avoid
backup withholding. If the "Awaiting TIN" box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Depositary will withhold 31% of all payments made unless a properly certified
TIN is provided to the Depositary within 60 days.
The stockholder is required to give the Depositary the TIN of the record
owner of the Shares or of the last transferee appearing on the transfers
attached to, or endorsed on, the Shares. If the Shares are in more than one name
or are not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
10. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Dealer Managers or the
Information Agent at their respective addresses and telephone numbers set forth
below. Additional copies of the Offer to Purchase, this Letter of Transmittal
and all other tender offer materials may be obtained from the Information Agent
or from brokers, dealers, commercial banks or trust companies at the Purchaser's
expense.
11. Lost, Destroyed or Stolen Certificates. If any Share Certificate has
been lost, destroyed or stolen, the stockholder should promptly notify the
Depositary. The stockholder will then be instructed as to the steps that must be
taken in order to replace such Share Certificate. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost,
destroyed or stolen Share Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, OR, IF APPROPRIATE, AN AGENT'S MESSAGE, TOGETHER
WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF
GUARANTEED DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION
DATE.
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- ----------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
- ----------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT -------------------------------
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW: Social security number
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE or
-------------------------------
PAYER'S REQUEST FOR Employer identification
TAXPAYER IDENTIFICATION number
NUMBER (TIN) (If Awaiting TIN, write "Applied
For")
-----------------------------------------------------------------------------------------
PART 2 -- CERTIFICATION -- Under penalties of PART 3 --
perjury, I certify that: [ ] Awaiting TIN
(1) The number shown on this form is my correct [ ] Exempt
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 (the "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.
-----------------------------------------------------------------------------------------
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 underreporting
interest or dividends on your tax return. However, if after being notified by the IRS
that you are subject to backup withholding you received another notification from the
IRS that you are no longer subject to backup withholding, do not cross out such item
(2).
- ----------------------------------------------------------------------------------------------------------------------------
SIGN HERE SIGNATURE
-------------------------------------- DATE _______________, 2000
- ----------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE "AWAITING TIN" BOX IN PART 3 OF 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 may be withheld until I provide a Taxpayer Identification
Number with required certifications, which should be provided within 60 days.
Signature:
- --------------------------------------------------
Dated:________________________, 2000
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The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street, 20th Floor
New York, NY 10005
Bankers and Brokers Call Collect (212) 269-5550
All Others Call Toll-Free (800) 290-6433
The Dealer Managers for the Offer are:
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, NY 10260
(877) 869-0656
THE BEACON GROUP CAPITAL SERVICES, LLC
399 Park Avenue
New York, NY 10022
(212) 339-9100