EXHIBIT (A)(1)(II)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
PURSUANT TO THE
OFFER TO PURCHASE FOR CASH DATED NOVEMBER 26, 2003
BY
CREDIT ACCEPTANCE CORPORATION
OF
UP TO 2,600,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $17.00
NOR LESS THAN $12.50 PER SHARE
THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON TUESDAY, JANUARY 6, 2004, UNLESS THE TENDER OFFER IS EXTENDED.
The Depositary for the Tender Offer is:
(CREDIT ACCEPTANCE CORPORATION LOGO)
<Table>
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Computershare Trust Company For Eligible Institutions Only: Computershare Trust Company
of New York (212) 701-7636 of New York
Wall Street Station Wall Street Plaza
P.O. Box 1010 For Confirmation Only Telephone: 88 Pine Street, 19th Floor
New York, NY 10268-1010 (212) 701-7635 New York, NY 10005
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS TO AN
ADDRESS OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO
THE DEPOSITARY. DELIVERIES TO CREDIT ACCEPTANCE CORPORATION OR GEORGESON
SHAREHOLDER COMMUNICATIONS, INC., THE INFORMATION AGENT, WILL NOT BE FORWARDED
TO THE DEPOSITARY AND THEREFORE, WILL NOT CONSTITUTE VALID DELIVERY TO THE
DEPOSITARY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE
VALID DELIVERY TO THE DEPOSITARY.
THE OFFER TO PURCHASE AND THIS ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE
ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used only if (1) certificates for
shares are to be forwarded with it, or such certificates will be delivered under
a Notice of Guaranteed Delivery previously sent to the Depositary (as defined in
the Offer to Purchase), or (2) a tender of shares is to be made by book-entry
transfer to the account maintained by the Depositary at The Depository Trust
Company, referred to as the "book-entry transfer facility," pursuant to Section
3 of the Offer to Purchase.
Shareholders who desire to tender shares under the tender offer and who
cannot deliver the certificates for their shares or who are unable to comply
with the procedures for book-entry transfer before the "expiration date" (as
defined in Section 1 of the Offer to Purchase), and who cannot deliver all other
documents required by this Letter of Transmittal to the Depositary before the
expiration date, may tender their shares according to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.
Your attention is directed in particular to the following:
1. If you want to retain your shares, you do not need to take any
action.
2. If you want to participate in the tender offer and wish to maximize
the chance of having CAC accept for payment shares you are tendering
hereby, you should check the box marked "Shares Tendered at Price
Determined Under the Tender Offer" below and complete the other portions of
this Letter of Transmittal as appropriate. You should understand that this
election could result in your shares being purchased at the minimum price
of $12.50 per share.
3. If you wish to select a specific price at which you will be
tendering your shares, you should select one of the boxes in the section
captioned "Shares Tendered at Price Determined by Shareholder" below and
complete the other portions of this Letter of Transmittal as appropriate.
IN ANY EVENT, YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFER TO
PURCHASE OR
THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT THE
ADDRESS OR TOLL-FREE NUMBER INDICATED ON THE BACK COVER OF THIS LETTER OF
TRANSMITTAL.
LIST BELOW THE CERTIFICATE NUMBERS AND NUMBER OF SHARES TO WHICH THIS
LETTER OF TRANSMITTAL RELATES. IF THE SPACE PROVIDED BELOW IS INADEQUATE, LIST
THE CERTIFICATE NUMBERS TENDERED ON A SEPARATELY EXECUTED AND SIGNED SCHEDULE
AND AFFIX THE SCHEDULE TO THIS LETTER OF TRANSMITTAL. THE NAMES AND ADDRESSES OF
THE HOLDERS SHOULD BE PRINTED, IF NOT ALREADY PRINTED BELOW, EXACTLY AS THEY
APPEAR ON THE CERTIFICATES REPRESENTING THE SHARES TENDERED HEREBY. THE SHARES
THAT THE UNDERSIGNED WISHES TO TENDER SHOULD BE INDICATED IN THE APPROPRIATE
BOXES.
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- --------------------------------------------------------------------------------------------------------------------------------
NAMES(S) AND ADDRESS(ES) OF REGISTERED HOLDERS(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S) TENDERED) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
SHARE OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBERS* SHARE CERTIFICATE(S)* TENDERED**
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Total Shares Tendered
- --------------------------------------------------------------------------------------------------------------------------------
</Table>
Indicate in this box the order (by certificate number) in which shares are
to be purchased in event of proration*** (attach additional signed list if
necessary): See Instruction 10.
1st: ----- 2nd: ----- 3rd: ----- 4th: ----- 5th: -----
[ ] Check here if any certificates representing shares tendered hereby have been
lost, stolen, destroyed or mutilated. You must complete an affidavit of loss
and return it with your Letter of Transmittal. A bond will be required to be
posted by the shareholder to secure against the risk that the certificates
may be subsequently recirculated. Please call the Depositary at (800)
245-7630 to obtain an affidavit of loss and for further instructions as to
the determination of the requirement for posting of a bond. See Instruction
16.
* Does not need to be completed by shareholders delivering shares by
book-entry transfer.
** If you desire to tender fewer than all shares evidenced by any certificates
listed above, please indicate in this column the number of shares you wish
to tender. Otherwise, all shares evidenced by such certificates will be
deemed to have been tendered. See Instruction 4.
*** If you do not designate an order, in the event less than all shares tendered
are purchased due to proration, shares will be selected for purchase by the
Depositary. See Instruction 10.
2
BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 2)
[ ] CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER TO AN ACCOUNT
MAINTAINED BY THE DEPOSITARY WITH 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(s) of Tendering Institution(s):
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
Transaction Code Number:
- --------------------------------------------------------------------------------
PRIOR GUARANTEED DELIVERY
(SEE INSTRUCTION 2)
[ ] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
- --------------------------------------------------------------------------------
Window Ticket Number (if any):
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
- --------------------------------------------------------------------------------
Name of Institution which Guaranteed Delivery:
- --------------------------------------------------------------------------------
Account Number (if delivered by Book-Entry Transfer):
- --------------------------------------------------------------------------------
Transaction Code Number:
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDER IS BEING MADE IN RESPECT OF LOST, MUTILATED OR
DESTROYED CERTIFICATES. (SEE INSTRUCTION 16)
ODD LOTS
(SEE INSTRUCTION 9)
To be completed only if shares are being tendered by or on behalf of a
person owning, beneficially or of record, as of the close of business on
November 26, 2003, and who continues to own, beneficially or of record, as of
the expiration date, an aggregate of fewer than 100 shares.
The undersigned either (CHECK ONE BOX):
[ ] is the beneficial or record owner of an aggregate of fewer than 100 shares
and is tendering all of those shares; or
[ ] is a broker, dealer, commercial bank, trust company or other nominee that:
(a) is tendering, for the beneficial owner(s) thereof, shares with respect
to which it is the record owner; and
(b) believes, based upon representations made to it by such beneficial
owner(s), that each such person is the beneficial owner of an aggregate
of fewer than 100 shares and is tendering all of such shares.
In addition, the undersigned is tendering shares either (CHECK ONE BOX):
[ ] at the price per share indicated under "Shares Tendered at Price Determined
by Shareholder" in Box A on page 6 of this Letter of Transmittal; or
[ ] at the purchase price, as the same shall be determined by CAC in accordance
with the terms of the tender offer (persons checking this box should check
Box B on page 6).
3
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 8
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
To Computershare Trust Company of New York:
The undersigned hereby tenders to Credit Acceptance Corporation, a Michigan
corporation ("CAC"), the above-described shares of CAC common stock, par value
$0.01 per share, at the price per share indicated in this Letter of Transmittal,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in CAC's Offer to Purchase, dated November 26, 2003,
receipt of which is hereby acknowledged, and in this Letter of Transmittal
which, as amended and supplemented from time to time, together constitute the
tender offer.
Subject to and effective on acceptance for payment of the shares tendered
hereby in accordance with the terms of and subject to the conditions of the
tender offer (including, if the tender 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, CAC all right, title and
interest in and to all shares tendered hereby and orders the registration of all
such shares if tendered by book-entry transfer that are purchased pursuant to
the tender offer to or upon the order of CAC and hereby irrevocably constitutes
and appoints the Depositary as the true and lawful agent and attorney-in-fact of
the undersigned with respect to such shares (with the full knowledge that the
Depositary also acts as the agent of CAC), with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to:
(a) deliver certificates representing such shares, or transfer
ownership of such shares on the account books maintained by the book-entry
transfer facility, together, in either such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of CAC, upon
receipt by the Depositary, as the undersigned's agent, of the purchase
price with respect to such shares;
(b) present certificates for such shares for cancellation and transfer
on CAC's books; and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such shares, subject to the next paragraph, all in
accordance with the terms and subject to the conditions of the tender
offer.
The undersigned hereby covenants, represents and warrants to CAC that:
(a) the undersigned understands that tendering shares under any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the tender offer, including the undersigned's
representation and warranty that (i) the undersigned has a net long
position in shares or equivalent securities at least equal to the shares
tendered within the meaning of Rule 14e-4 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and (ii) such tender of shares
complies with Rule 14e-4 under the Exchange Act;
(b) when and to the extent CAC accepts the shares for purchase, CAC
will acquire good, marketable and unencumbered title to them, free and
clear of all security interests, liens, charges, encumbrances, conditional
sales agreements or other obligations relating to their sale or transfer,
and not subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any
additional documents the Depositary or CAC deems necessary or desirable to
complete the assignment, transfer and purchase of the shares tendered
hereby; and
(d) the undersigned has read and agrees to all of the terms of the
tender offer.
4
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates representing shares tendered hereby. The certificate numbers, the
number of shares represented by such certificates, and the number of shares that
the undersigned wishes to tender, should be set forth in the appropriate boxes
above. The price at which such shares are being tendered should be indicated in
the box below.
The undersigned understands that CAC will, upon the terms and subject to
the conditions of the tender offer, determine a single per share purchase price,
not in excess of $17.00 nor less than $12.50 per share, that it will pay for
shares properly tendered and not properly withdrawn prior to the expiration date
under the tender offer, taking into account the number of shares so tendered and
the prices specified (in increments of $0.50) by tendering shareholders. The
undersigned understands that CAC will select the lowest purchase price that will
allow it to purchase 2,600,000 shares, or such lesser number of shares as are
properly tendered and not properly withdrawn, at prices not greater than $17.00
nor less than $12.50 per share, under the tender offer, subject to its right to
increase the total number of shares purchased to the extent permitted by law.
The undersigned understands that all shares properly tendered at prices at or
below the purchase price and not properly withdrawn will be purchased at the
purchase price, net to the seller in cash, without interest, upon the terms and
subject to the conditions of the tender offer, including its odd lot, proration
and conditional tender provisions, and that CAC will return all other shares,
including shares tendered at prices greater than the purchase price and not
properly withdrawn and shares not purchased because of proration or conditional
tenders, promptly following the expiration date.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, CAC may terminate or amend the tender offer or may
postpone the acceptance for payment of, or the payment for, shares tendered or
may accept for payment fewer than all of the shares tendered hereby. The
undersigned understands that certificate(s) for any shares delivered herewith
but not tendered or not purchased will be returned to the undersigned at the
address indicated above. The undersigned recognizes that CAC has no obligation,
under the "Special Payment Instructions," to transfer any certificate for shares
from the name of its registered holder, or to order the registration or transfer
of shares tendered by book-entry transfer, if CAC purchases none of the shares
represented by such certificate or tendered by such book-entry transfer.
The undersigned understands that acceptance of shares by CAC for payment
will constitute a binding agreement between the undersigned and CAC upon the
terms and subject to the conditions of the tender offer. The undersigned
acknowledges that no interest will be paid on the purchase price for tendered
shares regardless of any extension of the tender offer or any delay in making
such payment.
The check for the aggregate net purchase price for such of the tendered
shares as are purchased by CAC will be issued to the order of the undersigned
and mailed to the address indicated above unless otherwise indicated under
either of the "Special Payment Instructions" or the "Special Delivery
Instructions" boxes below.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligations or duties of the undersigned under this Letter of Transmittal shall
be binding upon the heirs, personal representatives, executors, administrators,
successors, assigns, trustees in bankruptcy and legal representatives of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
5
PRICE PER SHARE AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
BOX A
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
By checking one of the boxes below instead of the box under Box B, "Shares
Tendered at Price Determined Under the Tender Offer," I hereby tender shares at
the price checked. I understand this action could result in none of the shares
being purchased if the purchase price determined by CAC for the shares is less
than the price checked below. A shareholder who desires to tender shares at more
than one price must complete a separate Letter of Transmittal for each price at
which shares are tendered. The same shares cannot be tendered, unless previously
properly withdrawn as provided in Section 4 of the Offer to Purchase, at more
than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (CHECK THE
APPROPRIATE BOX TO INDICATE THE TENDER PRICE, NOT TO BE LESS THAN $12.50 AND NOT
TO EXCEED $17.00):
<Table>
[ ] $12.50 [ ] $13.50 [ ] $14.50 [ ] $15.50 [ ] $16.50
[ ] $13.00 [ ] $14.00 [ ] $15.00 [ ] $16.00 [ ] $17.00
</Table>
Check the appropriate box above or, alternatively, check the box below
under Box B, "Shares Tendered at Prices Determined Under the Tender Offer."
Unless you check the box under Box B, if you do not check one and only one of
the boxes above, you will not have validly tendered your shares.
OR
BOX B
SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER
[ ] I want to maximize the chance of having CAC accept for purchase all of the
shares that I am tendering (subject to the possibility of proration).
Accordingly, by checking this box instead of one of the boxes in Box A, I
hereby tender shares at, and am willing to accept, the purchase price
determined by CAC in accordance with the terms of the tender offer. I
understand this action could result in receiving a price per share as low as
$12.50.
YOU WILL NOT HAVE VALIDLY TENDERED YOUR SHARES IF MORE THAN ONE BOX IS CHECKED
OR IF NO BOX IS CHECKED.
CONDITIONAL TENDER (SEE INSTRUCTION 6)
A shareholder may tender shares subject to the condition that a specified
minimum number of the shareholder's shares tendered pursuant to this Letter of
Transmittal must be purchased if any shares tendered are purchased, all as
described in the Offer to Purchase, particularly in Section 6 thereof. Unless
the minimum number of shares indicated below is purchased by CAC in the tender
offer, none of the shares tendered by such shareholder will be purchased. It is
the responsibility of the shareholder to calculate the minimum number of shares
that must be purchased if any are purchased, and CAC urges shareholders to
consult their own tax advisor before completing this section. Unless this box
has been checked and a minimum specified, the tender will be deemed
unconditional.
[ ] Minimum number of shares that must be purchased, if any are purchased:
________ shares.
If, because of proration, the minimum number of shares designated will not
be purchased, CAC may accept conditional tenders by random lot, if necessary.
However, to be eligible for purchase by random lot, the tendering shareholder
must have tendered all of his or her shares and checked the box below.
[ ] The tendered shares represent all shares held by the undersigned.
6
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 7, 8 AND 11)
To be completed ONLY if certificates for shares not tendered, and/or any
check for the purchase price are to be issued in the name of someone other than
the undersigned, or if shares tendered hereby and delivered by book-entry
transfer which are not accepted for payment are to be returned by credit to an
account maintained at the Book-Entry Transfer Facility other than that
designated above.
Issue [ ] check:
[ ] share certificate(s) to:
Name(s):
- --------------------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)
[ ] Credit shares delivered by book-entry transfer and not purchased to the
account set forth below:
- --------------------------------------------------------------------------------
(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 7 AND 11)
To be completed ONLY if certificates for shares not tendered, and/or any
check for the purchase price are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that shown above.
Send [ ] check:
[ ] share certificate(s) to:
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
7
IMPORTANT
SHAREHOLDER(S) SIGN HERE (SEE INSTRUCTIONS 1 AND 7)
(PLEASE ALSO COMPLETE AND RETURN SUBSTITUTE FORM W-9 CONTAINED HEREIN)
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
SIGNATURE(S) OF HOLDER(S)
Dated:
(Must be signed by the registered holder(s) exactly as the name(s) of such
holder(s) appear(s) on certificate(s) or on a security position listing or by
person(s) authorized to become registered holder(s) thereof by certificates and
documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please provide the following information and see Instruction 7.)
Name(s):
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(DAYTIME AREA CODE AND TELEPHONE NO.)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 7)
Authorized Signature
- --------------------------------------------------------------------------------
Name(s):
- --------------------------------------------------------------------------------
Title
- --------------------------------------------------------------------------------
Name of Firm:
- --------------------------------------------------------------------------------
NAME OF FIRM
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(DAYTIME AREA CODE AND TELEPHONE NO.)
Dated: ------------------------------
8
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS OF THE TENDER OFFER
1. Guarantee of Signatures. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of
the shares exactly as the name of the registered holder appears on the
certificate, which term, for 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 with this Letter
of Transmittal, and payment and delivery are to be made directly to such
registered holder unless such registered holder has completed either the
box entitled "Special Payment Instructions" or "Special Delivery
Instructions" above; or
(b) such shares are tendered for the account of a 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 Exchange Medallion Program, the New York Stock Exchange, Inc.
Medallion Signature Program or a bank, broker, dealer, credit union,
savings association or other entity which is an "eligible guarantor
institution," as such term is defined in Rule 17Ad-15 under the Exchange
Act, each such entity, referred to as an "Eligible Institution."
In all other cases, signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. Shareholders may also need to have any
certificates they deliver endorsed or accompanied by a stock power, and the
signature on these documents may also need to be guaranteed. See Instruction 7.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be used only if certificates are
delivered with it to the Depositary, or such certificates will be delivered
under a Notice of Guaranteed Delivery previously sent to the Depositary, or if
tenders are to be made concurrently pursuant to the procedure for tender by
book-entry transfer set forth in Section 3 of the Offer to Purchase.
Certificates for all physically tendered shares, or confirmation of a book-entry
transfer into the Depositary's account at the book-entry transfer facility of
shares tendered electronically, together in each case with a properly completed
and duly executed Letter of Transmittal or manually signed facsimile of it, or
an Agent's Message (defined below), and any other documents required by this
Letter of Transmittal, should be mailed or delivered to the Depositary at the
appropriate address set forth herein and must be received by the Depositary
before the expiration date. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
The term "Agent's Message" means a message transmitted by the book-entry
transfer facility to, and received by, the Depositary, which states that the
book-entry transfer facility has received an express acknowledgment from the
participant in such book-entry transfer facility tendering the shares, that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal, and that CAC may enforce such agreement against such participant.
Shareholders whose certificates are not immediately available or who cannot
deliver certificates for their shares and all other required documents to the
Depositary before the expiration date, or whose shares cannot be delivered
before the expiration date under the procedures for book-entry transfer, may
tender their shares by or through any eligible guarantor institution by properly
completing and duly executing and delivering a Notice of Guaranteed Delivery, or
facsimile of it, and by otherwise complying with the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. Under such procedure,
the certificates for all physically tendered shares or book-entry confirmation,
as the case may be, as well as a properly completed and duly executed Letter of
Transmittal, or manually signed facsimile of it, or an Agent's Message, and all
other documents required by this Letter of Transmittal, must be received by the
Depositary within three business days after receipt by the Depositary of such
Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to
Purchase.
The Notice of Guaranteed Delivery may be delivered by hand, facsimile
transmission or mail to the Depositary and must include, if necessary, a
guarantee by an eligible guarantor institution in the form set
9
forth in such notice. For shares to be tendered validly under the guaranteed
delivery procedure, the Depositary must receive the Notice of Guaranteed
Delivery before the expiration date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
CAC will not accept any alternative or contingent tenders, nor will it
purchase any fractional shares except as expressly provided in the Offer to
Purchase. All tendering shareholders, by execution of this Letter of
Transmittal, or a facsimile of it, waive any right to receive any notice of the
acceptance of their tender.
3. Inadequate Space. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate number and/or
the number of shares should be listed on a separate signed schedule and attached
to this Letter of Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders
who tender by book-entry transfer.) If fewer than all of the shares evidenced by
any certificate(s) are to be tendered, fill in the number of shares which are to
be tendered in the column entitled "Number of Shares Tendered" in the box
entitled "Description of Shares Tendered" above. In such case, if any tendered
shares are purchased, a new certificate for the remainder of the shares
evidenced by the old certificate(s) will be issued and sent to the registered
holder(s) thereof, unless otherwise specified in either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" in this Letter of Transmittal, promptly after the expiration date.
Unless otherwise indicated, all shares represented by the certificates listed
and delivered to the Depositary will be deemed to have been tendered.
5. Indication of Price at Which Shares are Being Tendered. For shares to
be properly tendered, the shareholder must either (1) check the box indicating
the price per share at which such shareholder is tendering shares in Box A
above, titled "Shares Tendered at Price Determined by Shareholder" in this
Letter of Transmittal; or (2) check the box above in Box B, captioned "Shares
Tendered at Price Determined Under the Tender Offer" in order to maximize the
chance of having CAC purchase all of the shares tendered (subject to the
possibility of proration). Selecting Box B could result in the shareholder
receiving a price per share as low as $12.50. A shareholder may complete only
Box A or Box B. If both Box A and Box B are completed, or neither Box A nor Box
B are completed, there is no proper tender of shares. A shareholder wishing to
tender portions of such shareholder's share holdings at different prices must
complete a separate Letter of Transmittal for each price at which such
shareholder wishes to tender each such portion of such shareholder's shares. To
obtain additional copies of this Letter of Transmittal, contact the Information
Agent (as defined in the Offer to Purchase) at the telephone number and address
set forth on the back cover of this Letter of Transmittal. The same shares
cannot be tendered more than once, unless previously properly withdrawn as
provided in Section 4 of the Offer to Purchase.
6. Conditional Tenders. As described in Section 3 and Section 6 of the
Offer to Purchase, shareholders may condition their tenders on all or a minimum
number of their tendered shares being purchased. If CAC is to purchase less than
all of the shares tendered before the expiration date and not properly
withdrawn, the Depositary will perform a preliminary proration, and any shares
tendered at or below the purchase price pursuant to a conditional tender for
which the condition was not satisfied will automatically be regarded as
withdrawn, subject to reinstatement if such conditionally tendered shares are
subsequently selected by random lot for purchase subject to Sections 3 and 6 of
the Offer to Purchase. CONDITIONAL TENDERS WILL BE SELECTED BY RANDOM LOT ONLY
FROM SHAREHOLDERS WHO TENDER ALL OF THEIR SHARES. If conditional tenders would
otherwise be so regarded as withdrawn and would cause the total number of shares
to be purchased to fall below 2,600,000 then, to the extent feasible, CAC will
select enough of such conditional tenders that would otherwise have been so
withdrawn to permit CAC to purchase 2,600,000 shares. In selecting among such
conditional
10
tenders, CAC will select by random lot and will limit its purchases in each case
to the designated minimum number of shares to be purchased.
All tendered shares will be deemed unconditionally tendered unless the
"Conditional Tender" box is completed. The conditional tender alternative is
made available so that a shareholder may assure that the purchase of shares from
the shareholder pursuant to the tender offer will be treated as a sale of the
shares by the shareholder, rather than the payment of a dividend to the
shareholder, for federal income tax purposes. It is the tendering shareholder's
responsibility to calculate the minimum number of shares that must be purchased
from the shareholder in order for the shareholder to qualify for sale (rather
than dividend) treatment, and each shareholder is urged to consult with his or
her own tax advisor. See Section 13 of the Offer to Purchase.
Any tendering shareholder wishing to make a conditional tender must
calculate and appropriately indicate such minimum number of shares. Odd lot
shares, which will not be subject to proration, cannot be conditionally
tendered.
7. Signatures on Letter of Transmittal, Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the shares tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate(s)
without any change whatsoever.
(b) If the shares tendered hereby are registered in the names of two
or more joint holders, each such holder must sign this Letter of
Transmittal.
(c) If any tendered shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal, or photocopies of it, as there are
different registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the shares tendered hereby, no endorsements of certificate(s)
representing such shares or separate stock powers are required unless
payment is to be made or the certificates for shares not tendered or not
purchased are to be issued to a person other than the registered holder(s).
SIGNATURE(S) ON SUCH CERTIFICATE(S) 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 certificate(s) listed, or if payment is to
be made or certificates for shares not tendered or not purchased are to be
issued to a person other than the registered holder(s) thereof, the
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(s) on the certificate(s), and the signature(s) on such certificates
or stock power(s) must be guaranteed by an Eligible Institution. See
Instruction 1.
(e) If this Letter of Transmittal or any certificate(s) or stock
power(s) are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or any other person acting in a
fiduciary or representative capacity, such person should so indicate when
signing and must submit proper evidence to the Depositary that is
satisfactory to CAC of their authority so to act.
8. Stock Transfer Taxes. Except as provided in this Instruction 8, no
stock transfer tax stamps or funds to cover such stamps need to accompany this
Letter of Transmittal. CAC will pay or cause to be paid any stock transfer taxes
payable on the transfer to it of shares purchased under the tender offer.
However, if:
(a) payment of the purchase price is to be made to any person other
than the registered holder(s); or
(b) certificates representing tendered shares are registered in the
name(s) of any person(s) other than the person(s) signing this Letter of
Transmittal; or
11
(c) shares not tendered or not accepted for purchase are to be
registered in the name(s) of any person(s) other than the registered
holder(s),
then the Depositary will deduct from the purchase price the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such other
person(s) or otherwise) payable on account of the transfer to such person,
unless satisfactory evidence of the payment of such taxes or an exemption from
them is submitted.
9. Odd Lots. As described in Section 1 of the Offer to Purchase, if CAC is
to purchase fewer than all shares tendered before the expiration date and not
properly withdrawn, the shares purchased first will consist of all shares
tendered by any shareholder who owns, beneficially or of record, an aggregate of
fewer than 100 shares and who tenders all of such holder's shares at or below
the purchase price. This preference will not be available unless all of such
holder's shares are tendered at or below the purchase price. This preference
will not be available unless the box captioned "Odd Lots" is completed.
10. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, shareholders may designate the order in which their
shares are to be purchased in the event of proration. The order of purchase may
have an effect on the federal income tax classification of any gain or loss on
the shares purchased. See Sections 1 and 13 of the Offer to Purchase.
11. Special Payment and Delivery Instructions. If certificate(s) for
shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of this Letter of Transmittal or if such
certificates and/or check(s) are to be sent to someone other than the person
signing this Letter of Transmittal or to the signer at a different address, the
box captioned "Special Payment Instructions" and/or the box captioned "Special
Delivery Instructions" on this Letter of Transmittal should be completed as
applicable and signatures must be guaranteed as described in Instructions 1 and
7.
12. Irregularities. All questions as to the number of shares to be
accepted, the price to be paid therefor and the validity, form, eligibility,
including time of receipt, and acceptance for payment of any tender of shares
will be determined by CAC in its sole discretion, which determinations shall be
final and binding on all parties. CAC reserves the absolute right to reject any
or all tenders of shares it determines not be in proper form or the acceptance
of which or payment for which may, in the opinion of CAC, be unlawful. CAC also
reserves the absolute right to waive any of the conditions of the tender offer
and any defect or irregularity in the tender of any particular shares or any
particular shareholder, and CAC's interpretation of the terms of the tender
offer, including these instructions, will be final and binding on all parties.
In the event a condition is waived with respect to any particular shareholder,
the same condition will be waived with respect to all shareholders. No tender of
shares will be deemed to be properly made until all defects and irregularities
have been cured or waived. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as CAC shall determine.
None of CAC, the Depositary, the Information Agent or any other person is or
will be obligated to give notice of any defects or irregularities in tenders and
none of them will incur any liability for failure to give any such notice.
13. Questions and Requests for Assistance and Additional Copies. Any
questions or requests for assistance or for additional copies of the Offer to
Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and
other related materials may be directed to the Information Agent at the
telephone number and address set forth on the back cover of this Letter of
Transmittal. You may also contact your broker, dealer, commercial bank or trust
company for assistance concerning the tender offer.
14. Tax Identification Number and Backup Withholding. Under the U.S.
federal income tax backup withholding rules, unless an exemption applies under
the applicable law and regulations, 28% of the gross proceeds payable to a
shareholder or other payee pursuant to the tender offer must be withheld and
remitted to the U.S. Internal Revenue Service ("IRS") unless the shareholder or
other payee provides its taxpayer identification number ("TIN") (employer
identification number or social security number) to the Depositary (as payer)
and certifies under penalty of perjury that such number is correct. Therefore,
each tendering shareholder should complete and sign the Substitute Form W-9
included as part of the Letter of Transmittal so as to provide the information
and certification necessary to avoid backup withholding,
12
unless such shareholder otherwise establishes to the satisfaction of the
Depositary that it is not subject to backup withholding. If the Depositary is
not provided with the correct TIN, the tendering shareholder also may be subject
to penalties imposed by the IRS. The box in Part 3 of the form should be checked
if the tendering shareholder has not been issued a TIN and has applied for a TIN
or intends to apply for a TIN in the near future. If the box in Part 3 is
checked and the Depositary is not provided with a TIN prior to payment, the
Depositary will withhold 28% on all such payments. If withholding results in an
overpayment of taxes, a refund may be obtained. Certain "exempt recipients"
(including, among others, certain Non-United States Holders (as defined below)
and some corporations) are not subject to these backup withholding requirements.
In order for a Non-United States Holder to qualify as an exempt recipient, that
shareholder must submit an IRS Form W-8BEN (or other applicable IRS Form),
signed under penalties of perjury, attesting to that shareholder's exempt
status. Such statement can be obtained from the Depositary.
15. Withholding on Non-United States Holders. Even if a Non-United States
Holder (as defined below) has provided the required certification to avoid
backup withholding, the Depositary will withhold United States federal income
taxes equal to 30% of the gross payments payable to a Non-United States Holder
or such holder's agent unless the Depositary determines that a reduced rate of
withholding is available pursuant to a tax treaty or that an exemption from
withholding is applicable because such gross proceeds are effectively connected
with the Non-United States Holder's conduct of a trade or business within the
United States. For this purpose, a "Non-United States Holder" is any shareholder
that for United States federal income tax purposes is not (i) a citizen or
resident of the United States, (ii) a corporation or partnership created or
organized in or under the laws of the United States or any State or division
thereof (including the District of Columbia), (iii) an estate the income of
which is subject to United States federal income taxation regardless of the
source of such income, or (iv) a trust (a) if a court within the United States
is able to exercise primary supervision over the administration of the trust and
(b) one or more U.S. persons have the authority to control all of the
substantial decisions of the trust, or certain trusts considered U.S. persons
for federal income tax purposes. In order to obtain a reduced rate of
withholding pursuant to a tax treaty, a Non-United States Holder must deliver to
the Depositary before the payment a properly completed and executed IRS Form
W-8BEN (or other applicable IRS Form). In order to obtain an exemption from
withholding on the grounds that the gross proceeds paid pursuant to the tender
offer are effectively connected with the conduct of a trade or business within
the United States, a Non-United States Holder must deliver to the Depositary a
properly completed and executed IRS Form W-8ECI. The Depositary will determine a
shareholder's status as a Non-United States Holder and eligibility for a reduced
rate of, or an exemption from, withholding by reference to outstanding
certificates or statements concerning eligibility for a reduced rate of, or
exemption from, withholding (e.g., IRS Form W-8BEN or IRS Form W-8ECI) unless
facts and circumstances indicate that such reliance is not warranted. A
Non-United States Holder may be eligible to obtain a refund of all or a portion
of any tax withheld if such Non-United States Holder meets those tests described
in Section 13 of the Offer to Purchase that would characterize the exchange as a
sale (as opposed to a dividend) or is otherwise able to establish that no tax or
a reduced amount of tax is due.
NON-UNITED STATES HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
REGARDING THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING,
INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE
REFUND PROCEDURE.
16. Lost, Stolen, Destroyed or Mutilated Certificates. If you are unable
to locate the Certificate(s) representing your shares, contact the Depositary at
(800) 245-7630. The Depositary will instruct you on the procedures to follow.
This should occur promptly so that you can timely deliver your Letter of
Transmittal and the required Certificate(s) to the Depositary.
17. The CAC 401(k) Profit Sharing Plan and Trust. Participants in the CAC
401(k) Profit Sharing Plan and Trust may not use this Letter of Transmittal to
direct the tender of shares held in their account under the plan. Participants
in the CAC 401(k) Profit Sharing Plan and Trust are urged to carefully read the
"Letter to Participants in the CAC 401(k) Profit Sharing Plan and Trust" sent to
them.
13
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED PHOTOCOPY OF IT
(TOGETHER WITH CERTIFICATE(S) FOR SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS) OR, IF APPLICABLE, THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY BEFORE 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
14
IMPORTANT TAX INFORMATION
Under the Federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payer)
with such shareholder's correct TIN on Substitute Form W-9 below. If such
shareholder is an individual, the TIN is such shareholder's social security
number. If the Depositary is not provided with the correct TIN, the shareholder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
payments that are made to such shareholder with respect to Shares purchased
pursuant to the tender offer may be subject to backup withholding of 28%.
Certain shareholders including, among others, certain corporations and
certain foreign individuals, are not subject to these backup withholding and
reporting requirements. In order for a Non-United States Holder to qualify as an
exempt recipient, such shareholder must submit an appropriate Form W-8, signed
under penalties of perjury, attesting to such shareholder's exempt status. The
appropriate Form W-8 can be obtained from the Depositary. Exempt shareholders
should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9,
and sign, date and return the Substitute Form W-9 to the Information Agent. See
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions. A shareholder should consult
his or her tax advisor as to such shareholder's qualification for an exemption
from backup withholding and the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 28%
of any payments made to the shareholder. Backup withholding is not an additional
tax. Rather, the Federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a shareholder
with respect to Shares purchased pursuant to the tender offer, the shareholder
is required to notify the Depositary of such shareholder's correct TIN by
completing the form below certifying that (a) the TIN provided on Substitute
Form W-9 is correct (or that such shareholder is awaiting a TIN) and (b) that
(i) such shareholder has not been notified by the Internal Revenue Service that
such shareholder is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified such shareholder that such shareholder is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. 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. If the tendering shareholder has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, the shareholder should write "Applied For" in the space provided for the
TIN in Part I, and sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I
and the Depositary is not provided with a TIN by the time for payment, the
Depositary will withhold 28% of all payments of the purchase price to such
shareholder.
15
ALL TENDERING HOLDERS MUST COMPLETE THE FOLLOWING:
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME:
COMPUTERSHARE TRUST COMPANY OF NEW YORK
--------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY Social Security Number OR
FORM W-9 SIGNING AND DATING BELOW. Employer Identification
Number
DEPARTMENT OF THE TREASURY Name: ----------------------------------------
INTERNAL REVENUE SERVICE -----------------------------
----------------------------------------------------------- -----------------------------
PAYOR'S REQUEST FOR Business Name
TAXPAYER For Payees exempt from
IDENTIFICATION NUMBER Please check appropriate box back-up withholding, check
("TIN") [ ] Individual/Sole Proprietor the Exempt box below.
[ ] Corporation
[ ] Partnership [ ] Other [ ] Exempt
-----------------------------------------------------------
Address
-----------------------------------------------------------
City, State, Zip Code
---------------------------------------------------------------------------------------------
PART 3 -- AWAITING TIN [ ]
Please complete the
Certificate of Authority
Taxpayer Identification
Numbers below.
PART 2 -- CERTIFICATION
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct TIN (or I am waiting for a
number to be issued to me);
(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 on dividends, or (c) the
IRS has notified me that I am no longer subject to backup withholding;
and
(3) I am a U.S. person (including a U.S. resident alien).
-----------------------------
CERTIFICATION INSTRUCTIONS-- You must cross out item (2) above if you have been notified by the IRS that
you are currently subject to backup withholding because you have failed to report all interest and
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 were no longer subject to
backup withholding, do not cross out item (2). (Also see the instructions in the enclosed guidelines.)
The IRS does not require your consent to any provision of this document other than the certifications
required to avoid backup withholding.
Signature: ------------------------------------------------ Date:
---------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS 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 CERTIFICATION IF YOU ARE AWAITING (OR WILL SOON
APPLY FOR) A 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 (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, notwithstanding the information I provided in Part I of the Substitute
Form W-9 (and the fact that I have completed this Certificate of Awaiting
Taxpayer Identification Number), if I do not provide a correct taxpayer
identification number to the Depositary by the time of payment, 28% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
Signature: ------------------------------ Date: -------------------------
16
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE NAME AND SOCIAL SECURITY NUMBER OF:
- --------------------------------------------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint account) The account owner of the account or, if combined
funds, the first individual on the account(1)
3. Custodian account of a minor (Uniform Gift to The minor(2)
Minors Act)
4. a. The usual revocable savings trust account The grantor-trustee(1)
(grantor is also trustee)
b. So-called trust account that is not a legal The actual owner(1)
or valid trust under state law.
5. Sole proprietorship or single-owner LLC The owner(3)
<Caption>
- --------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE NAME AND EIN OF:
- --------------------------------------------------------------------------------------------------------
6. A valid trust, estate, or pension trust Legal entity
7. Corporate or LLC account The corporation
8. Partnership or multi-member LLC The partnership
9. Association, club, religious, charitable, The organization
educational or other tax-exempt organization
10. A broker or registered nominee The broker or nominee
11. Account with the Department of Agriculture in The public entity
the name of a public entity (such as a State or
local government, school district, or prison)
that receives agricultural program payments
- --------------------------------------------------------------------------------------------------------
</Table>
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) YOU MUST SHOW YOUR INDIVIDUAL NAME, but you may also enter your business or
"DBA" name. You may use either your SSN or EIN (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4,
Application for Employer Identification Number (for business and all other
entities), at the local office of the Social Security Administration or the
Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- An organization exempt from tax under Section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), any IRA, or a custodial account under
Section 403(b)(7), if the account satisfies the requirements of Section
401(f)(2).
- The United States or any of its agencies or instrumentalities.
- A State, the District of Columbia, a possession of the United States, or any
of their political subdivisions or instrumentalities.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
Other payees that may be exempt from backup withholding include:
- A corporation.
- A foreign central bank of issue.
- A dealer in securities or commodities required to register in the U.S., the
District of Columbia or a possession of the U.S.
- A real estate investment trust.
- An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- A common trust fund operated by a bank under Section 584(a) of the Code.
- A financial institution.
- A middleman known in the investment community as a nominee or custodian.
- A trust exempt from tax under Section 664 or described in Section 4947(a)(1)
of the Code.
- A futures commission merchant registered with the Commodity Futures Trading
Commission.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under Section 1441 of
the Code.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payment made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. NOTE: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
Section 852 of the Code).
- Payments described in Section 6049(b)(5) of the Code to non-resident aliens.
- Payments on tax-free covenant bonds under Section 1451 of the Code.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
- Mortgage or student loan interest paid to you.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE A FORM W-9 TO AVOID POSSIBLE ERRONEOUS
BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED INTERNAL
REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A(a),
6042, 6044, 6045, 6049, 6050A and 6050N of the Code and the regulations
promulgated thereunder.
PRIVACY ACT NOTICE -- Section 6109 of the Internal Revenue Code requires you to
provide the correct TIN to persons who must file information returns with the
IRS to report interest, dividends, and certain other income paid to you,
mortgage interest you paid, the acquisition or abandonment of secured property,
cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS
uses the numbers for identification purposes and to help verify the accuracy of
your tax return. The IRS may also provide this information to the Department of
Justice for civil and criminal litigation, and to cities, states, and the
District of Columbia to carry out their tax laws. We may also disclose this
information to other countries under a tax treaty, or to Federal and state
agencies to enforce Federal nontax criminal laws and to combat terrorism.
You must provide your TIN whether or not you are required to file a tax return.
Payers must generally withhold 28% of taxable interest, dividend, and certain
other payments to a payee who does not give a TIN to a payer. Certain penalties
may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
2
Questions and requests for assistance may be directed to the Information
Agent at its addresses and telephone numbers set forth below. Additional copies
of the Offer to Purchase, this Letter of Transmittal or other related tender
offer materials may be obtained from the Information Agent. Shareholders may
also contact their broker, dealer, commercial bank or trust company or other
nominee for assistance concerning the tender offer.
The Information Agent for the Tender Offer is:
(GEORGESON SHAREHOLDER LOGO)
17 State Street -- 10th Floor
New York, NY 10004
Banks and Brokers Call (212) 440-9800
All others call Toll-Free (800) 213-0446
3