LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
HOMESERVICES.COM INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED AUGUST 27, 2001
OF
HMSV ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
MIDAMERICAN ENERGY HOLDINGS COMPANY
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, SEPTEMBER 24, 2001, UNLESS THE OFFER IS EXTENDED.
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The Depositary for the Offer is:
COMPUTERSHARE TRUST COMPANY OF NEW YORK
BY OVERNIGHT DELIVERY
BY HAND DELIVERY TO: OR EXPRESS MAIL: BY MAIL:
Wall Street Plaza Wall Street Plaza Wall Street Station
88 Pine Street, 19th Floor 88 Pine Street, 19th Floor P.O. Box 1010
New York, NY 10005 New York, NY 10005 New York, NY 10268-1010
BY FACSIMILE TRANSMISSION:
(for Eligible Institutions only)
(212) 701-7636
CONFIRM RECEIPT OF FACSIMILE BY TELEPHONE:
(212) 701-7624
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s) Share Certificate(s)and Share(s)
(Please fill in, if blank, as name(s) appear(s) on Share Certificate(s)) Tendered (Attach additional list if necessary)
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Total Number of
Shares
Share Represented by Number of
Certificate Share Shares
Number(s) (1) Certificate(s) (1) Tendered (2)
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Total Shares:
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(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares represented by Share Certificates
delivered to the Depositary are being tendered hereby. See instruction 4.
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This Letter of Transmittal is to be used by stockholders of
HomeServices.Com Inc. either if certificates evidencing Shares (as defined
below) are to be forwarded herewith or, unless an Agent's Message (as defined
in the Offer to Purchase) is utilized, if delivery of Shares is to be made by
book-entry transfer to an account maintained by the Depositary at The
Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant
to the procedures described under "THE TENDER OFFER -- Section 3 -- Procedures
for Tendering Shares" in the Offer to Purchase (as defined below). DELIVERY OF
DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Stockholders whose certificates evidencing Shares ("Certificates") 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 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
Shares must do so pursuant to the guaranteed delivery procedure described under
"THE TENDER OFFER -- Section 3 -- Procedures for Tendering Shares" in the Offer
to Purchase. See Instruction 2.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING (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 TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(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 that Guaranteed Delivery
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If delivered by Book-Entry Transfer, check box: [ ]
Account Number
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Transaction Code Number
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to HMSV Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of MidAmerican Energy
Holdings Company, an Iowa corporation, the above described shares of common
stock, par value $0.01 per share, including the associated Rights (as defined
in the Offer to Purchase) (the "Shares") of HomeServices.Com Inc., a Delaware
corporation (the "Company"), at $17.00 per share, net to the seller in cash
without interest thereon (such amount, or any greater amount per Share paid
pursuant to the Offer, being referred to herein as the "Offer Price"), upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
August 27, 2001 (the "Offer to Purchase"), receipt of which is hereby
acknowledged in this Letter of Transmittal (the "Letter of Transmittal")
(which, as amended or supplemented from time to time, together constitute the
"Offer"). The undersigned understands that Purchaser reserves the right to
transfer or assign, in whole at any time, or in part from time to time, to one
or more of its affiliates, the right to purchase all or any portion of the
Shares tendered pursuant to the Offer, but any such transfer or assignment will
not relieve Purchaser of its obligations under the Offer and will in no way
prejudice the rights of tendering stockholders to receive payment for Shares
validly tendered and accepted for payment pursuant to the Offer. Receipt of the
Offer is hereby acknowledged.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Purchaser all
right, title and interest in and to all the Shares that are being tendered
hereby (and any and all non-cash dividends, distributions, rights, other Shares
or other securities issued or issuable in respect thereof (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 and all Distributions), 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 Shares (and any and all
Distributions), or transfer ownership of such Shares (and any and all
Distributions) on the account books maintained by the Book-Entry Transfer
Facility, together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Purchaser, (ii) present such
Shares (and any and all Distributions) for transfer on the books of the
Company, and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any and all Distributions), all in
accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby
irrevocably appoints David L. Sokol and Douglas L. Anderson as the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote in such manner as each such attorney-in-fact and proxy or
his substitute shall, in his sole discretion, deem proper and otherwise act (by
written consent or otherwise) with respect to all of the Shares (and any and
all Distributions) tendered hereby and which have been accepted for payment by
Purchaser prior to the time of such vote or other action and all Shares and
other securities issued in Distributions in respect of such Shares, which the
undersigned is entitled to vote at any meeting of stockholders of the Company
(whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise. This proxy and
power of attorney is coupled with an interest in the Shares tendered hereby, is
irrevocable and is granted in consideration of, and is effective upon, the
acceptance for payment of such Shares by Purchaser in accordance with other
terms of the Offer. Such acceptance for payment shall, without further action,
revoke all other powers of attorney and proxies granted by the undersigned at
any time with respect to such Shares (and any and all Distributions), and no
subsequent power of attorney or proxy shall be given or written consent
executed (and if given or executed shall not be deemed effective) by the
undersigned with respect thereto. The undersigned understands that, in order
for Shares to be deemed validly tendered, immediately upon Purchaser's
acceptance of such Shares for payment, Purchaser must be able to exercise full
voting, consent and other rights with respect to such Shares (and any and all
Distributions), including, without limitation, voting at any meeting of the
Company's stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, that the undersigned owns the Shares
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the
tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act,
and that when the same are accepted for payment by Purchaser, Purchaser will
acquire good, marketable and unencumbered title thereto and to all
Distributions, free and clear of all liens, restrictions, charges and
encumbrances, and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or Purchaser to be
3
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions. In addition, the undersigned
shall remit and transfer promptly to the Depositary for the account of
Purchaser all Distributions in respect of the Shares tendered hereby,
accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, Purchaser shall be
entitled to all rights and privileges as owner of each such Distribution and
may withhold the entire purchase price of the Shares tendered hereby or deduct
from such purchase price the amount or value of such Distribution as determined
by Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred 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, personal representatives, trustees in
bankruptcy, successors and assigns of the undersigned. Except as stated in the
Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the Offer to Purchase under "THE TENDER OFFER --
Section 3 -- Procedures for Tendering Shares" and in the instructions hereto
will constitute the undersigned's acceptance of the terms and subject to the
conditions of the Offer (and if the Offer is extended or amended, the terms or
conditions of any such extension or amendment). Purchaser's acceptance of such
Shares for payment will constitute a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions of the Offer.
Without limiting the foregoing, if the price to be paid to the undersigned in
the Offer is amended, the price to be paid to the undersigned will be the
amended price notwithstanding the fact that a different price is stated in this
Letter of Transmittal. The undersigned recognized that, under certain
circumstances set forth in the Offer to Purchase, Purchaser may not be required
to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Offer Price of all Shares purchased and/or return any
certificates for Shares not tendered or accepted for payment in the name(s) of
the registered holder(s) appearing above under "Description of Shares
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the Offer Price of all Shares
purchased and/or return any certificates for Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Shares Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the Offer Price of all Shares purchased and/or return any
certificates evidencing Shares not tendered or not accepted for payment (and
any accompanying documents, as appropriate) in the name(s) of, and deliver such
check and/or return any such certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box entitled "Special Payment Instructions," please credit any Shares
tendered herewith by book-entry transfer that are not accepted for payment by
crediting the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder thereof if Purchaser does not accept for payment any of the
Shares so tendered.
[ ] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 10.
Number of Shares represented by lost, destroyed or stolen
certificates:
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4
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares accepted
for payment is to be issued in the name of someone other than the undersigned,
if certificates for Shares not tendered or not accepted for payment are to be
issued in the name of someone other than the undersigned or if Shares tendered
hereby and delivered by book-entry transfer that are not accepted for payment
are to be returned by credit to an account maintained at a Book-Entry Transfer
Facility other than the account indicated above.
Issue [ ] check and/or [ ] Share certificate(s) to:
Name
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(PLEASE TYPE OR PRINT)
Address
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W9 INCLUDED HEREWITH)
[ ] Credit Shares delivered by book-entry transfer and not purchased to
the Book-Entry Transfer Facility account.
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(ACCOUNT NUMBER)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not accepted
for payment and/or the check for the purchase price of Shares accepted for
payment is to be sent to someone other than the undersigned or to the
undersigned at an address other than that shown under "Description of Shares
Tendered."
Mail [ ] check and/or [ ] Share certificates to:
Name
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(PLEASE TYPE OR PRINT)
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Address
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(INCLUDE ZIP CODE)
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5
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SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W9 BELOW)
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(SIGNATURE(S) OF STOCKHOLDER(S)
Dated: , 2001
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
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 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 and see Instruction 5.)
Name(s)
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(PLEASE PRINT)
Name of Firm
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Capacity (full title)
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(SEE INSTRUCTION 5)
Address
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(INCLUDE ZIP CODE)
Area Code and Telephone Number
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Taxpayer Identification or Social Security Number
--------------------------
(SEE SUBSTITUTE FORM W9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTY IN SPACE BELOW
Authorized Signature
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Name(s)
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(PLEASE TYPE OR 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: , 2001
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6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE TENDER OFFER
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each, an "Eligible
Institution"), unless (i) this Letter of Transmittal is signed by the
registered holder(s) of Shares (which term, for the purposes of this document,
shall include any participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) tendered hereby
and such holder(s) has (have) not completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on
this Letter of Transmittal or (ii) such Shares are tendered for the account of
an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if
Certificates are to be forwarded herewith or, unless an Agent's Message is
utilized, if Shares are to be delivered by book-entry transfer pursuant to the
procedure set forth under "THE TENDER OFFER -- Section 3 -- Procedures for
Tendering Shares" in the Offer to Purchase. Certificates evidencing all
physically tendered Shares, or confirmation ("Book-Entry Confirmation") of any
book-entry transfer into the Depositary's account at a Book-Entry Transfer
Facility of Shares delivered by book-entry as well as a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) must be received by
the Depositary at one of its addresses set forth herein prior to the Expiration
Date (as defined in "THE TENDER OFFER -- Section 1 -- Terms of the Offer;
Expiration Date" in the Offer to Purchase). If Certificates are forwarded to
the Depositary in multiple deliveries, a properly completed and duly executed
Letter of Transmittal must accompany each such delivery. Stockholders whose
Certificates are not immediately available, who cannot deliver their
Certificates and all other required documents to the Depositary prior to the
Expiration Date or who cannot comply with the book-entry transfer procedure on
a timely basis may tender their Shares pursuant to the guaranteed delivery
procedures described under "THE TENDER OFFER -- Section 3 -- Procedures for
Tendering Shares" in the Offer to Purchase. Pursuant to such procedure, (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 Purchaser, must be received by the Depositary (as provided in
(iii) below) prior to the Expiration Date and (iii) the Certificates evidencing
all physically delivered Shares in proper form for transfer by delivery (or
Book-Entry Confirmation with respect to such Shares), as well as a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, or an Agent's Message (as defined in the
Offer to Purchase) in the case of a book-entry transfer, and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three Nasdaq National Market trading days after the date of
execution of such Notice of Guaranteed Delivery, all as described under "THE
TENDER OFFER -- Section 3 -- Procedures for Tendering Shares" in the Offer to
Purchase.
The signatures on this Letter of Transmittal are related to the Shares
tendered hereby.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT SUCH CERTIFICATES AND OTHER
REQUIRED DOCUMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN
RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO INSURE
TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or facsimile hereof), all tendering stockholders waive any right to receive
any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Certificate numbers, the number of Shares
evidenced by such Certificates and the number of 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 Shares evidenced by any Certificate
submitted to the Depositary herewith are to be tendered hereby, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, new Certificate(s) evidencing the
7
remainder of the Shares that were evidenced by the old Certificate(s) 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," as soon as practicable after the Expiration Date or the
termination of the Offer. All Shares evidenced by the 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 Certificate(s) evidencing such Shares without alteration,
enlargement or any change whatsoever.
If any Shares tendered hereby are owned of record by two or more persons,
all such persons must sign this Letter of Transmittal.
If any Shares tendered hereby are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Certificates or separate stock
powers are required, unless payment is to be made to, or Certificates
evidencing Shares not tendered or purchased are to be issued in the name of, a
person other than the registered holder(s), in which case, the Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Certificate(s). Signatures on such
Certificates and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Certificate(s). Signatures on such
Certificate(s) or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or any person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay or cause to be paid all stock transfer taxes with respect
to the transfer and sale of any Shares to it pursuant to the Offer. If,
however, payment of the purchase price of any Shares purchased is to be made to
a person other than the registered holder(s), or if Certificate(s) evidencing
tendered shares are registered in the name of the person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), or such other person or
otherwise) payable on account of the transfer to such other person will be
deducted from the purchase price of such Shares purchased, unless evidence
satisfactory to Purchaser of the payment of such taxes or exemption therefrom
is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATE(S)
EVIDENCING THE SHARES TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares accepted for payment is to be issued, or Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name
of a person other than the person(s) signing this Letter of Transmittal or if
such check or any such Certificate is to be sent and/or any Certificates are to
be returned to someone other than the signer above, or to the signer above but
at an address other than that shown in the box entitled "Description of Shares
Tendered" on the reverse hereof, the appropriate boxes on the reverse of this
Letter of Transmittal must be completed. Stockholders delivering Shares
tendered hereby by book-entry transfer may request that Shares not purchased be
credited to such account maintained at a Book-Entry Transfer Facility as such
stockholder may designate in the box entitled "Special Delivery Instructions"
on the reverse hereof. If no such instructions are given, all such Shares not
purchased will be returned by crediting the account at the Book-Entry Transfer
Facility designated on the reverse hereof as the account from which such Shares
were delivered.
8. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent at the
telephone number and address set forth on the back cover page of this Letter of
Transmittal. 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 or from brokers, dealers, commercial banks
or trust companies.
8
9. Waiver of Conditions. Purchaser reserves the absolute right in its sole
discretion to waive, in whole or in part, at any time or from time to time any
of the specified conditions of the Offer or any defect or irregularity in
tender with regard to any Shares tendered.
10. Lost, Destroyed or Stolen Share Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Transfer Agent, Mellon Investor Services LLC, at (800)
635-9270 (85 Challenger Road, Overpeck Center, Ridgefield Park, NJ 07660) and
check the box immediately preceding the special payment/special delivery
instructions and indicate the number of Shares lost. The stockholder will then
be instructed as to the steps that must be taken in order to replace the Share
certificate(s). 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 FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES
AND CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE, OR
THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED
DELIVERY.
9
IMPORTANT TAX INFORMATION
Under Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
stockholder's correct taxpayer identification number. If such stockholder is an
individual, the taxpayer identification number is such stockholder's social
security number. If the Depositary is not provided with the correct taxpayer
identification number or an adequate basis for an exemption, such stockholder
may be subject to penalties imposed by the Internal Revenue Service and backup
withholding in an amount equal to 30.5% of the gross proceeds received under
the Offer. To prevent backup withholding, each tendering stockholder must
provide such stockholder's correct taxpayer identification number by completing
the Substitute Form W-9 included herewith, certifying that the taxpayer
identification number provided is correct, or that such stockholder is awaiting
a taxpayer identification number, and that (i) the stockholder is exempt from
backup withholding, (ii) the stockholder has not been notified by the Internal
Revenue Service that such stockholder is subject to backup withholding as a
result of a failure to report all interest or dividends, or (iii) the Internal
Revenue Service has notified the stockholder that such stockholder is no longer
subject to backup withholding. If a tendering stockholder is subject to backup
withholding, such stockholder must cross out Item (Y) or Part 3 of the
Substitute Form W-9.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt stockholders, other than foreign persons, should
furnish their taxpayer identification number, write "Exempt" in Part 2 of the
Substitute Form W-9 included herewith and sign, date and return the Substitute
Form W-9 to the Depositary. In order for a foreign person to qualify as an
exempt stockholder, such person must submit an appropriate and properly
completed IRS Form W-8, attesting to that person's exempt status. Such a Form
W-8 may be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional information.
If backup withholding applies, the Depositary is required to withhold
30.5% of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to withholding
will be reduced by the amount of tax withheld. If backup withholding results in
an overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
A tendering stockholder is required to give the Depositary the taxpayer
identification number of the record holder of the Shares. If the Shares are in
more than one name, or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidelines on which number to report. If the
tendering stockholder does not currently have a taxpayer identification number,
but has applied for a taxpayer identification number or intends to apply for a
taxpayer identification number in the near future, such stockholder should (i)
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for instructions on applying for a taxpayer
identification number, (ii) write "Applied For" in the space provided in Part
1(A) of the Substitute Form W-9 and check the appropriate box in Part 1(B), and
(iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number included herewith. Note that writing "Applied
For" on the Substitute Form W-9 means that the stockholder has already applied
for a taxpayer identification number or that such stockholder intends to apply
for one in the near future. If the box in Part 1(B) is checked, the Depositary
will withhold 30.5% of payments made to the stockholder, unless the taxpayer
identification number is provided by the time of payment.
10
PAYER'S NAME: COMPUTERSHARE TRUST COMPANY OF NEW YORK
- -----------------------------------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9 Name
DEPARTMENT OF THE ----------------------------------------------------------------------------
TREASURY (Please Print)
INTERNAL REVENUE Address
SERVICE ---------------------------------------------------------------------------
(Number and Street)
PAYER'S REQUEST
FOR TAXPAYER ------------------------------------------------------------------------------
IDENTIFICATION (City) (State) (Zip Code)
NUMBER ("TIN") ------------------------------------------------------------------------------
PART 1(A) -- PLEASE PROVIDE YOUR TIN IN THE
BOX AT RIGHT AND CERTIFY BY SIGNING AND TIN:
DATING BELOW. ----------------------------
(Social Security Number
or Employer
Identification Number)
--------------------------------------------------------------------------------
PART 1(B) -- PLEASE CHECK THE BOX AT RIGHT IF YOU HAVE APPLIED FOR, AND ARE
AWAITING RECEIPT OF, YOUR TIN. [ ]
PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE "EXEMPT" HERE
(SEE INSTRUCTIONS)
PART 3 -- CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(X) The number shown on this form is my correct TIN (or I am waiting for a
number to be issued to me), and
(Y) 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, and
(Z) I am a U.S. person (including a U.S. resident alien).
SIGN HERE Signature Date
-------------------------------------------- -------------------
- -----------------------------------------------------------------------------------------------------------
CERTIFICATION OF INSTRUCTIONS -- You must cross out Item (Y) or Part 3 above if you have been notified
by the IRS that 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
withholding, do not cross out Item (Y).
- -----------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
1(B) OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE
AWAITING RECEIPT OF, YOUR TAXPAYER IDENTIFICATION NUMBER.
- --------------------------------------------------------------------------------
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 TO THE
PAYER BY THE TIME OF PAYMENT, 30.5 PERCENT OF ALL REPORTABLE PAYMENTS MADE TO
ME PURSUANT TO THIS OFFER WILL BE WITHHELD.
Signature Date , 2001
------------------------- -------------------------------
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30.5% 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.
11
Questions or requests for assistance may be directed to the Information
Agent at the address and telephone number set forth below. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal and
other tender offer materials may be directed to the Information Agent.
Stockholders may also contact their brokers, dealers, commercial banks, trust
companies or other nominees for assistance concerning the Offer.
The Information Agent for the Offer is:
[GRAPHIC OMITTED]
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
Email: proxy@mackenziepartners.com