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LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
MILLER BUILDING SYSTEMS, INC.
AT
$8.40 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED SEPTEMBER 20, 2000
OF
DELAWARE MILLER ACQUISITION CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
COACHMEN INDUSTRIES, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, THURSDAY, OCTOBER 19, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
First Chicago Trust Company of New York
By Mail: By Hand: By Overnight Delivery:
EquiServe EquiServe EquiServe
Corporate Actions Department c/o Securities Transfer and Corporate Actions Department
P.O. Box 842011 Reporting Services, Inc. 40 Campanelli Drive
Boston, MA 02284-2011 Attn: Corporate Actions Department Braintree, MA 02184
100 William Street, Galleria Attn: Coachmen Deal
New York, NY 10038
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN
THE APPROPRIATE SPACE PROVIDED THEREFOR, WITH SIGNATURE GUARANTEE IF REQUIRED,
AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
DESCRIPTION OF SHARES TENDERED
SHARE CERTIFICATE(S) AND SHARE(S) NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
TENDERED (ATTACH ADDITIONAL (PLEASE FILL IN, IF BLANK, EXACTLY AS
LIST IF NECESSARY) NAME(S) APPEAR(S) ON SHARE CERTIFICATES(S))
NUMBER OF
SHARE SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARE(S)
NUMBER(S)* CERTIFICATE(S)* TENDERED**
TOTAL SHARES
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to
the Depositary are being tendered. See Instruction 4.
[ ] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 11.
Number of Shares Represented by Lost, Stolen or Destroyed Certificates:
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This Letter of Transmittal is to be completed by stockholders of Miller
Building Systems, Inc., either if Share Certificates (as defined below) are to
be forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase, as referred to below) is utilized, if tenders of Shares (as defined
below) are to be made by book-entry transfer into the account maintained by
First Chicago Trust Company of New York, as Depositary (the "Depositary"), at
The Depositary Trust Company (the "Book-Entry Transfer Facility") pursuant to
the procedures set forth in Section 3 of the Offer to Purchase. 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 required
documents to the Depositary on or prior to the Expiration Date (as defined in
the Offer to Purchase), or who cannot complete the procedure for book-entry
transfer on a timely basis, must tender their Shares according to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. See
Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES
NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
SPECIAL TENDER INSTRUCTIONS
[ ]CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE DEPOSITARY 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 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 THE NOTICE OF GUARANTEED DELIVERY):
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:
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Account Number:
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Transaction Code Number:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Delaware Miller Acquisition Corporation
("Purchaser"), an indirect wholly owned subsidiary of Coachmen Industries, Inc.,
the above described shares of common stock (the "Shares" and the certificates
representing the Shares, the "Share Certificates") of Miller Building Systems,
Inc., a Delaware corporation (the "Company"), at a price of $8.40 per Share,
plus a future right to receive up to $.30 per Share, net to the seller in cash,
less any required withholding of taxes and without the payment of interest, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated September 20, 2000 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (the "Letter of Transmittal,"
which, together with the Offer to Purchase, collectively constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms of the Offer, and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, Purchaser all right,
title and interest in and to all of the Shares tendered hereby and any and all
non-cash dividends, distributions, rights, other Shares or other securities
issued, paid or distributed or issuable, payable or distributable in respect of
the Shares on or after September 20, 2000, and prior to the transfer to the name
of Purchaser (or a nominee or transferee of Purchaser) on the Company's stock
transfer records of the Shares tendered herewith (collectively, a
"Distribution"), and irrevocably appoints the Depositary the true and lawful
agent, attorney-in-fact and proxy of the undersigned with respect to the Shares
(and any Distribution), with full power of substitution (the power of attorney
being deemed to be an irrevocable power coupled with an interest) to (a) deliver
the Share Certificates (and any Distribution) or transfer ownership of the
Shares (and any Distribution) on the account books maintained by the Book-Entry
Transfer Facility, together, in either case, with appropriate evidences of
transfer, to the Depositary for the account of Purchaser, (b) present the Shares
(and any Distribution) for transfer on the books of the Company, and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership of the
Shares (and any Distribution), all in accordance with the terms and subject to
the conditions of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints First Chicago Trust Company of New York as the undersigned's agent,
attorney-in-fact and proxy, with full power of substitution, to the full extent
of the stockholder's rights with respect to the Shares (and any Distribution)
tendered hereby by the stockholder and accepted for payment by Purchaser. All
powers of attorney and proxies shall be considered irrevocable and coupled with
an interest, and are granted in consideration of, and are effective when, only
to the extent that Purchaser accepts the Shares for payment. Upon acceptance for
payment, all prior attorneys, proxies and consents given by the undersigned with
respect to the 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 Purchaser will, with respect to the Shares
(and any Distribution) for which the 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, by written consent in lieu of a meeting or otherwise. Purchaser
reserves the right to require that, in order for the Shares to be deemed validly
tendered, immediately upon Purchaser's acceptance of the Shares, Purchaser must
be able to exercise full voting rights and all other rights which insure to a
record and beneficial holder with respect to the Shares (and any Distribution),
including, without limitation, voting at any meeting of stockholders.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the undersigned's
Shares (and any Distribution) tendered hereby, and (b) when the Shares are
accepted for payment by Purchaser, Purchaser will acquire good, marketable and
unencumbered title to the Shares (and any Distribution), free and clear of all
liens, restrictions, charges and encumbrances, and the same will not be subject
to any adverse claim and will not have been transferred to Purchaser in
violation of any contractual or other restriction on the transfer thereof. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or Purchaser to be
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necessary or desirable to complete or confirm the sale, assignment and transfer
of the Shares (and any Distribution) tendered hereby. In addition, the
undersigned shall promptly remit and transfer to the Depositary for the account
of Purchaser any and all Distributions in respect of the Shares tendered hereby,
accompanied by appropriate documentation of transfer, and, pending the
remittance and transfer or appropriate assurance thereof, Purchaser will be,
subject to applicable law, entitled to all rights and privileges as owner of any
Distribution and may withhold the entire purchase price of the Shares tendered
hereby or deduct from the purchase price the amount or value thereof, as
determined by Purchaser, in its sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, personal and legal representatives, administrators, 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 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 Purchaser upon the terms and subject to the conditions set forth in the
Offer to Purchase, including the undersigned's representation that the
undersigned owns the Shares being tendered.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price and/or issue or
return any certificate(s) for Shares not tendered or not accepted for payment in
the name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered." Similarly, unless otherwise indicated herein in the box
entitled "Special Delivery Instructions," please mail the check for the purchase
price and/or return any certificates evidencing Shares not tendered or accepted
for payment (and 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 Delivery Instructions" and
"Special Payment Instructions" are both completed, please issue the check for
the purchase price and/or any Share Certificate(s) not tendered or accepted for
payment in the name of, and deliver the check and/or return the Share
Certificates to, the person or persons 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 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 so tendered.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7 OF THIS
LETTER OF TRANSMITTAL)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for
payment and/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 or if Shares
tendered by book-entry transfer that are not accepted for payment are to be
returned by credit to an account maintained at the Book-Entry Transfer Facility
other than that designated above.
Issue: [ ] Check [ ] Share Certificate(s) 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.)
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
[ ] Credit Shares tendered by book-entry transfer that are not accepted for
payment to the Depositary account set forth below:
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(DEPOSITARY ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7 OF THIS
LETTER OF TRANSMITTAL)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for
payment and/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 under "Description of Shares Tendered."
Issue: [ ] Check [ ] Share Certificate(s) 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.)
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
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SIGN HERE
AND COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9
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Signature(s) of Holder(s)
(See guarantee requirement below)
Dated:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s). If signed by person(s) to whom the Shares represented hereby
have been assigned or transferred as evidenced by endorsement or stock powers
transmitted herewith, the signatures must be guaranteed. If signature is by an
officer on behalf of a corporation or by an executor, administrator, trustee,
guardian, attorney, agent or any other person acting in a fiduciary or
representative capacity, please provide the following information. See
Instructions 2, 3 and 5.)
Name(s)
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(Please Print)
Capacity (full title)
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Address
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(Zip Code)
Area Code and Telephone Number
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Tax Identification or Social Security Number
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1, 2 AND 5)
Authorized Signature
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Name
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(Please Print)
Capacity (full title)
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Name of Firm
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Address
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(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 participant in the Book-Entry Transfer Facility's system whose name
appears on a security position listing as the owner of Shares) tendered
herewith, unless the holder(s) has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" in
this Letter of Transmittal, or (b) if the Shares are tendered for the account of
a financial institution that is a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of a recognized
Medallion Program approved by the Securities Transfer Association Inc.,
including the Securities Transfer Agents Medallion Program (STAMP), the Stock
Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion
Signature Program (MSP) or any other "eligible guarantor institution" (as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934) (each of the
foregoing, an "Eligible Institution"). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5 of this Letter of Transmittal.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders of the Company either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in
Section 3 of the Offer to Purchase. Share Certificates evidencing tendered
Shares, or timely confirmation (a "Book-Entry Confirmation") of a book-entry
transfer of Shares into the Depositary's account at the Book-Entry Transfer
Facility, as well as this Letter of Transmittal, properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date (as defined in the
Offer to Purchase). Stockholders whose Share Certificates are not immediately
available or who cannot deliver their Share Certificates and all other required
documents to the Depositary on or prior to the Expiration Date or who cannot
complete the procedures for delivery by book-entry transfer on a timely basis
may tender their Shares by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase. Pursuant to the procedure: (a) the tender
must be made by or through an Eligible Institution; (b) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the form made
available by Purchaser (or a facsimile thereof), must be received by the
Depositary prior to the Expiration Date; and (c) the Share Certificates (or a
Book-Entry Confirmation) representing all tendered Shares in proper form for
transfer, in each case, together with this Letter of Transmittal, 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 Nasdaq trading days after the date of execution of the Notice of
Guaranteed Delivery, all as described in Section 3 of the Offer to Purchase. A
"trading day" is any day in which the Nasdaq is open for business. If Share
Certificates are forwarded separately in multiple deliveries to the Depositary,
a properly completed and duly executed Letter of Transmittal must accompany each
delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION 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 BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). 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 and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal, waive any right to receive any notice of the
acceptance of their Shares for payment.
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3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Share Certificate numbers and/or the number
of Shares and any other required information 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 Share Certificate
submitted are to be tendered hereby, fill in the number of Shares which are to
be tendered in the box entitled "Description of Shares Tendered." In such cases,
new Share Certificates for the Shares that were evidenced by the Share
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," as soon as practicable after the
Expiration Date. 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 exactly to the name(s) as
written on the face of the Share Certificate(s) without alteration, enlargement
or any other change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all owners must sign this Letter of Transmittal. If any of the
tendered Shares are registered in different names on several Share Certificates,
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 Certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing, and proper evidence
satisfactory to the Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required unless payment is to be made to, or Share Certificates for
Shares not tendered or not purchased are to be issued in the name of, a person
other than the registered holder(s). In the latter case, signatures on the Share
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 holder(s) of the Share Certificate(s) listed, 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) appears on
the Share Certificate(s). Signatures on the certificates or stock powers must be
guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, 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 is to be made to, or if Share
Certificates for Shares not tendered or accepted for payment are to be
registered 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, the amount of any stock
transfer taxes (whether imposed on the registered holder(s) or the person)
payable on account of the transfer to the person will be deducted from the
purchase price unless satisfactory evidence of the payment of taxes or an
exemption therefrom, is submitted. Except as otherwise provided in this
Instruction 6, it will not be necessary for transfer tax stamps to be affixed to
the Share Certificate(s) listed in this Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or Share Certificates for Shares not tendered or not accepted
for payment are to be issued or returned to, a person other than the signer of
this Letter of Transmittal or if a check and/or the Share Certificates are to be
returned to a person other than the person(s) signing this Letter of Transmittal
or to an address other than that shown in the box entitled "Description of
Shares Tendered," the appropriate boxes on this Letter of Transmittal must be
completed. A Book-Entry Stockholder may request that Shares not accepted for
payment be credited to the account maintained at the Book-Entry Transfer
Facility as the Book-Entry Stockholder may designate in the box entitled
"Special Payment Instructions." If no such instructions are given, the Shares
not accepted for
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payment will be returned by crediting the account at the Book-Entry Transfer
Facility designated above as the account from which the Shares were delivered.
8. Waiver of Conditions. Except as otherwise provided in the Offer to
Purchase, 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. 31% Backup Withholding; Substitute Form W-9. Under U.S. federal income
tax law, a stockholder whose tendered Shares are accepted for payment pursuant
to the Offer is required to provide the Depositary with the stockholder's
correct taxpayer identification number ("TIN") on Substitute Form W-9 and to
certify, under penalties of perjury, that the TIN provided on Substitute Form
W-9 is correct (or that the stockholder is awaiting a TIN) and that the
stockholder is not subject to backup withholding of United States federal income
tax. If the stockholder is an individual, the TIN is his or her social security
number. If the Depositary is not provided with the correct TIN, the stockholder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
payments that are made to the stockholder with respect to Shares pursuant to the
Offer may be subject to backup withholding (see below).
A stockholder who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if the stockholder has applied for a number or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder must also complete the "Certificate of Awaiting Taxpayer
Identification Number" below in order to avoid backup withholding. If the box is
checked, payments made will be subject to backup withholding unless the
stockholder has furnished the Depositary with his or her TIN within 60 days. A
stockholder who checks the box in Part 3 in lieu of furnishing the stockholder's
TIN should furnish the Depositary with the stockholder's TIN as soon as it is
received.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
In order for a foreign individual to qualify as an exempt recipient, that
stockholder must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status (Form W-8). Forms for such
statements can be obtained from the Depositary. Stockholders are urged to
consult their own tax advisors to determine whether they are exempt from these
backup withholding and reporting requirements.
If a tendered stockholder has been notified by the Internal Revenue Service
that the stockholder is subject to backup withholding, the stockholder must
cross out item (2) of the Certification box of the Substitute Form W-9, unless
the stockholder has since been notified by the Internal Revenue Service that the
stockholder is no longer subject to backup withholding. If backup withholding
applies, the Depositary is required to withhold 31% of any payments to be made
to the stockholder. 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 by filing a tax return with the Internal Revenue Service. The
Depositary cannot refund amounts withheld by reason of backup withholding.
10. 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 or from brokers, dealers, commercial banks
or trust companies.
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 then will be instructed as to the steps that must be
taken in order to replace the Share Certificate. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost or
destroyed Share Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH SHARE CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER OR THE NOTICE OF GUARANTEED DELIVERY, AND
ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO
THE EXPIRATION DATE.
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PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS DEPOSITARY
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX Social Security Number OR
SUBSTITUTE AT THE RIGHT AND CERTIFY BY SIGNING AND Employer Identification Number
FORM W-9 DATING BELOW -----------------------------
DEPARTMENT OF THE TREASURY PART 2--CERTIFICATION -- PART 3--
INTERNAL REVENUE SERVICE Under Penalties of Perjury, I certify that: Awaiting TIN [ ]
(1) The number shown on this form is my
current 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.
CERTIFICATE 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 under-reporting 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 stating that you are no longer
subject to backup withholding, do not cross out such item (2). ALSO SEE
INSTRUCTIONS IN THE ENCLOSED GUIDELINES.
PAYEE'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER "TIN" Signature _________________________________________________________________________
Name _______________________________________________________________________________
(Please Print)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY CASH 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 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 (a) 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 (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable cash payments made to me will be withheld, and that if I do
not provide my taxpayer identification number within sixty (60) days, the
retained amounts shall be remitted to the IRS as backup withholding.
Signature _________________________________________ Date ____________________ ,
2000
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers set forth on the back cover page.
Additional copies of the Offer to Purchase, this Letter of Transmittal or other
related tender offer materials may be obtained from the Information Agent or
from brokers, dealers, commercial banks or trust companies.
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THE INFORMATION AGENT FOR THE OFFER IS:
LOGO
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free: (888) 750-5834
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