EXHIBIT (a)(1)(B)
TRANSMITTAL LETTER
TO TENDER SHARES OF COMMON STOCK
OF
KIEWIT MATERIALS COMPANY
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 23, 2002
TO
JEM LEAR ACQUISITION COMPANY, INC.,
A WHOLLY OWNED SUBSIDIARY OF
RINKER MATERIALS CORPORATION
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON SEPTEMBER 25, 2002, UNLESS THE OFFER IS EXTENDED.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
CALL TOLL FREE: (800) 549-6746
THE DEPOSITARY FOR THE OFFER IS:
CITIBANK, N.A.
<Table>
By Hand: By Mail: By Overnight Courier:
Computershare Trust Company Computershare Trust Company Computershare Trust Company
of New York of New York of New York
Wall Street Plaza Wall Street Station Wall Street Plaza
88 Pine Street, 19th Floor P.O. Box 1010 88 Pine Street 19th Floor
New York, New York 10005 New York, New York 10268-1010 New York, New York 10005
</Table>
DELIVERY OF THIS TRANSMITTAL LETTER TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO PURCHASER OR PARENT
WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY.
YOU SHOULD CAREFULLY READ THE INSTRUCTIONS ACCOMPANYING THIS TRANSMITTAL
LETTER BEFORE COMPLETING THIS TRANSMITTAL LETTER.
<Table>
<Caption>
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
TOTAL NUMBER OF SHARES (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON
NUMBER OF SHARE CERTIFICATE EVIDENCED BY SHARE SHARE CERTIFICATE(S) TENDERED)
SHARES TENDERED* NUMBER(S) CERTIFICATE(S)* (ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------
- ---------------------------------------------------------------
- ---------------------------------------------------------------
- ---------------------------------------------------------------
- ---------------------------------------------------------------
TOTAL SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
* UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL
SHARES EVIDENCED BY EACH SHARE CERTIFICATE DELIVERED TO THE
DEPOSITARY ARE BEING TENDERED HEREBY. SEE INSTRUCTION 4.
[ ] CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR
STOLEN. SEE INSTRUCTION 11.
</Table>
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PLEASE READ ALL OF THE INSTRUCTIONS SET FORTH IN THIS TRANSMITTAL LETTER
CAREFULLY BEFORE TENDERING ANY SHARES OR RETURNING ANY DOCUMENTATION.
* * *
Ladies and Gentlemen:
The undersigned hereby tenders to Jem Lear Acquisition Company, Inc., a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of Rinker
Materials Corporation, a Georgia corporation ("Parent"), the above-described
shares of common stock, par value $0.01 per share (the "Shares"), of Kiewit
Materials Company, a Delaware corporation (the "Company") (including Shares that
may be issued upon the conversion of the Company's 8.028% Series 2000A
Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures due
2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D
Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due
2011 (the "Debentures")), pursuant to Purchaser's offer to purchase all
outstanding Shares, at $17.00 per Share net to the seller in cash without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated July 23, 2002 (the "Offer
to Purchase"), receipt of which is hereby acknowledged, and in this Transmittal
Letter (which, as amended from time to time, together constitute the "Offer").
Unless the context indicates otherwise, as used herein, all capitalized terms
shall have the meanings ascribed to them in the Offer to Purchase.
The undersigned understands that, after the Effective Time, Purchaser
reserves the right pursuant to the Merger Agreement to transfer or assign to any
person, in whole or in part, the right to purchase all or any portion of the
Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms and
conditions of such 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 the Shares that are being tendered hereby and all
dividends, distributions (including, without limitation, distributions of
additional Shares) and rights declared, paid or distributed in respect of such
Shares on or after the Expiration Date (collectively, "Distributions"), and
irrevocably appoints Citibank, N.A., as depositary (the "Depositary"), the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares and all Distributions, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver certificates evidencing such Shares ("Share Certificates") and all
Distributions, together with all accompanying evidences of transfer and
authenticity, to or upon the order of Purchaser upon receipt by the Depositary,
as the undersigned's agent, of the Offer Price (as adjusted, if appropriate, as
provided in the Offer to Purchase), (ii) present such Share Certificates and all
Distributions for transfer on the books of the Company and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares and all Distributions, all in accordance with the terms of the Offer.
By executing this Transmittal Letter, the undersigned irrevocably appoints
designees of Purchaser as proxies of the undersigned, each with full power of
substitution, to the full extent of the undersigned's rights with respect to the
Shares tendered by the undersigned and accepted for payment by Purchaser (and
any and all Distributions). All such proxies shall be considered coupled with an
interest in the tendered Shares. This appointment will be effective when, and
only to the extent that, Purchaser accepts such Shares for payment pursuant to
the Offer. Upon such acceptance for payment, all prior proxies given by the
undersigned with respect to such Shares (and such other Shares and securities)
will, without further action, be revoked, and no subsequent proxies may be given
nor any subsequent written consent executed by the undersigned (and, if given or
executed, will not be deemed to be effective) with respect thereto. The
designees of Purchaser will, with respect to the Shares and other securities 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 the stockholders of the Company or any
adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise. Purchaser reserves the right to require that, in order for
Shares to be deemed validly tendered, immediately upon Purchaser's acceptance
for payment of such Shares, Purchaser must be able to exercise full voting
rights and other rights of a record and beneficial holder with respect to such
Shares.
Except as provided in the following paragraph (if applicable), the
undersigned hereby represents and warrants that the undersigned has full power
and authority to tender, sell, assign, convey and transfer the Shares tendered
hereby and all Distributions, and that when such Shares are accepted for payment
by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of, and none of such Shares and
Distributions will be subject to, any lien, restriction, charge, encumbrance or
adverse claim of any kind whatsoever.
2
NOTE FOR HOLDERS OF PLEDGED SHARES: IF THE SHARES ARE SUBJECT TO ANY LIEN,
RESTRICTION, CHARGE, ENCUMBRANCE OR ADVERSE CLAIM, THEN THE TENDER OF THE SHARES
WILL NOT BE EFFECTIVE UNLESS ALL OF REQUIREMENTS OF INSTRUCTION 13 ARE COMPLIED
WITH. THE UNDERSIGNED HEREBY AUTHORIZES AND DIRECTS THE DEPOSITARY TO ISSUE THE
CHECK FOR THE OFFER PRICE FOR ALL SHARES PURCHASED IN THE NAME OF, AND TO MAIL
SUCH CHECK TO, THE PLEDGEE, PURSUANT TO THE INSTRUCTIONS PROVIDED HEREIN.
The undersigned, upon request, shall execute and deliver all additional
documents and shall take any actions deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions and to allow Purchaser to acquire
good, marketable and unencumbered title thereto and to all Distributions, free
and clear of all liens, restrictions, charges and encumbrances.
In addition, the undersigned shall remit and transfer promptly to the
Depositary for the account of Purchaser all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and, pending such remittance and transfer or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire Offer Price of the Shares tendered
hereby or deduct from such Offer Price, the amount or value of such Distribution
as determined by Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as otherwise stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the section "Terms of the Offer" in the Offer to
Purchase and in the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer. Purchaser's acceptance of
such Shares for payment will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions of the
Offer, including, without limitation, the undersigned's representation and
warranty that the undersigned owns the Shares being tendered.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions to be Completed by Pledgees and Others," please issue the check for
the Offer Price for all Shares purchased in the name(s) of the registered
holder(s) appearing above under "Description of Shares Tendered." Similarly,
unless otherwise indicated in the box entitled "Special Delivery Instructions to
be Completed by Pledgees and Others," please mail the check for the Offer Price
for all Shares purchased to the address(es) of the registered holder(s)
appearing above under "Description of Shares Tendered." In the event that the
boxes entitled "Special Payment Instructions to be Completed by Pledgees and
Others" and "Special Delivery Instructions to be Completed by Pledgees and
Others" are both completed, please issue the check for the Offer Price for all
Shares purchased in the name(s) of, and mail such check to, the person(s) so
indicated.
If any Share Certificates are not tendered or purchased for any reason,
please mail all such Share Certificates representing the untendered or
unpurchased Shares (together with all accompanying documents, as appropriate) to
the address(es) of the registered holder(s) appearing above under "Description
of Shares Tendered." However, if the box entitled "Special Section to be
Completed by Pledgees of Shares" has been completed, then please mail all such
Share Certificates and documents to the Pledgee named therein. The undersigned
recognizes that Purchaser has no obligation to transfer any Shares from the name
of the registered holder(s) thereof if Purchaser does not purchase any of the
Shares tendered hereby.
3
SPECIAL PAYMENT INSTRUCTIONS TO BE COMPLETED BY PLEDGEES AND OTHERS
(SEE INSTRUCTIONS 1, 5, 6, 7 AND 13)
To be completed ONLY if the check for the Offer Price of Shares tendered is to
be issued in the name of someone other than the undersigned (for example, a
Pledgee).
Issue Check to:
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
NOTE: INCLUDE TIN OF STOCKHOLDER (NOT TIN OF PLEDGEE)
SPECIAL DELIVERY INSTRUCTIONS TO BE COMPLETED BY PLEDGEES AND OTHERS
(SEE INSTRUCTIONS 1, 5, 6, 7 AND 13)
To be completed ONLY if the check for the Offer Price of Shares tendered is to
be mailed to someone other than the undersigned, or to the undersigned at an
address other than that shown under "Description of Shares Tendered" (for
example, a Pledgee).
Mail Check to:
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
NOTE: INCLUDE TIN OF STOCKHOLDER (NOT TIN OF PLEDGEE)
IMPORTANT
ALL STOCKHOLDER(S) MUST SIGN HERE
(ALSO PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
This section must be signed by (i) registered holder(s) exactly as name(s)
appear(s) on Share Certificate(s) or (ii) a person(s) authorized to become
registered holder(s) of Share Certificate(s) by certificates and documents
transmitted with this Transmittal Letter. If signature is by attorney-in-fact,
executor, administrator, trustee, guardian, partner, officer of a corporation or
another acting in a fiduciary or representative capacity, please provide the
information required below, set forth the signer's full title below under
"Capacity" and submit evidence satisfactory to Purchaser and the Depositary of
such person's authority to so act. See Instruction 5.
X
- --------------------------------------------------------------------------------
X
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SIGNATURE(S) OF HOLDER(S)
Dated: ____________________ , 2002
Name(s) (Please Print):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity (Full Title):
- --------------------------------------------------------------------------------
Address(es) (Including Zip Code):
- --------------------------------------------------------------------------------
Area Code and Telephone Number(s): ( )
- ----------------------------------------------------------------------
Taxpayer Identification or Social Security Number(s):
- ----------------------------------------------------------------
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
4
SPECIAL SECTION TO BE COMPLETED BY PLEDGEES OF SHARES
(IF REQUIRED -- SEE INSTRUCTION 13)
THIS SECTION MUST BE COMPLETED AND SIGNED BY ANY BANK, FINANCIAL INSTITUTION,
LENDER OR PLEDGEE IF ALL OR ANY PART OF THE SHARES ARE SUBJECT TO ANY LIEN,
RESTRICTION, CHARGE, ENCUMBRANCE OR ADVERSE CLAIM IN FAVOR OF SUCH LENDER OR
PLEDGEE.
Ladies and Gentlemen:
The undersigned ("Pledgee") has loaned funds, or otherwise extended credit,
to the registered holder(s) of the Shares transmitted with this Transmittal
Letter (such loan or extension of credit being referred to as the
"Indebtedness") and such Indebtedness is secured by a pledge to the Pledgee of
all or part of the Shares.
In connection with the tender of the Shares pursuant to this Transmittal
Letter, the Pledgee hereby agrees as follows:
1. Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith and the delivery of the Offer Price for all Shares purchased
hereunder to the Pledgee, the Pledgee hereby (a) cancels and terminates any
pledge agreement and any and all other security interests arising with respect
to such Shares, (b) agrees that the Pledgee shall have no rights with respect to
such Shares and (c) cancels and terminates, and thereby makes null and void, any
other restrictions with respect to such Shares that would prevent or restrict in
any way the consummation of the Offer or the ability of Purchaser to receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares and all Distributions.
2. It is expressly understood and agreed that if the Shares are not
purchased pursuant to the Offer for any reason, then (a) the Share Certificates
for any such unpurchased Shares will be returned to the Pledgee, without expense
to Pledgee and as promptly as practicable after the expiration, termination or
withdrawal of the Offer and (b) the cancellations, terminations and agreements
set forth in the foregoing paragraph 1 will be of no force and effect whatsoever
with respect to such unpurchased Shares.
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Pledgee:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number: (
- ------)
- --------------------------------------------------------------------------
Dated:
- ----------------------------, 2002
5
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1, 5 AND 13)
FOR USE BY FINANCIAL INSTITUTIONS ONLY
PLACE MEDALLION GUARANTEE IN SPACE BELOW
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Eligible Institution:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number: (
- ------)
- --------------------------------------------------------------------------
Dated:
- -------------------------------------, 2002
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. You must have all signatures on this
Transmittal Letter guaranteed by an "eligible institution" if:
- the Shares to be tendered are subject to a pledge, lien or other
encumbrance, in which case you are required to complete the box entitled
"Special Section to be Completed by Pledgees of Shares" (see Instruction
13 to see if this applies); or
- you have completed either of the following boxes:
- the box entitled "Special Payment Instructions to be Completed by
Pledgees and Others" (see Instruction 5 to see if this applies); or
- the box entitled "Special Delivery Instructions to be Completed by
Pledgees and Others" (see Instruction 5 to see if this applies).
An "eligible institution" is a broker or dealer that is a member of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., or a financial institution that is a participant in the
Securities Transfer Agents Medallion Program. Contact your bank, broker or
financial institution to determine if it is an eligible institution. If
signature guarantees are required, the eligible institution must complete the
box entitled "Guarantee of Signature(s)."
2. Delivery of Transmittal Letter and Share Certificates. To validly
tender your Shares, you must deliver (or have delivered on your behalf) to the
Depositary at one of its addresses (found on the cover page of this Transmittal
Letter) the following:
- this Transmittal Letter, properly completed and signed;
- any other documents required by this Transmittal Letter;
- Share Certificates evidencing your tendered Shares, properly endorsed or
with properly signed stock powers, if necessary (see Instruction 5 to
determine if you must endorse the Share Certificates or provide stock
powers); and
- if required, signature guarantees with respect to any signatures on the
foregoing documents (see Instruction 1 to determine if such signature
guarantees are required);
All of these materials must be delivered to the Depositary prior to the
Expiration Date. If Share Certificates are forwarded to the Depositary in
multiple deliveries, a properly completed and duly executed Transmittal Letter
must accompany each delivery.
If your Share Certificates are currently being held by a financial
institution or Pledgee, you must contact the financial institution or Pledgee so
that your Share Certificates may be delivered to the Depositary.
THE METHOD OF DELIVERY OF THIS TRANSMITTAL LETTER, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, IS AT YOUR OPTION AND RISK, AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN THE DELIVERED ITEMS ARE ACTUALLY RECEIVED BY THE
DEPOSITARY. IF YOU DELIVER REQUIRED DOCUMENTS BY MAIL, YOU ARE STRONGLY
RECOMMENDED TO USE REGISTERED MAIL, RETURN RECEIPT REQUESTED (OR ITS EQUIVALENT
OUTSIDE THE UNITED STATES), AND OBTAIN PROPER INSURANCE FOR SUCH DOCUMENTS. IN
ALL CASES, YOU MUST ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY, INCLUDING
ANY TIME NECESSARY FOR A FINANCIAL INSTITUTION OR OTHER PLEDGEE (IF APPLICABLE)
TO DELIVER YOUR SHARE CERTIFICATES TO THE DEPOSITARY.
No alternative, conditional or contingent tenders will be accepted. By
executing this Transmittal Letter, you give up any right to receive any notice
of the acceptance of your Shares for payment.
3. Inadequate Space. If the spaces provided in the box "Description of
Shares Tendered" are inadequate for all of the Share Certificates you wish to
tender, please list the Share Certificate numbers, the number of Shares
evidenced by
7
such Share Certificates and the number of Shares tendered on a separate schedule
and attach the schedule to this Transmittal Letter.
4. Partial Tenders. If you wish to tender fewer than all the Shares
evidenced by any Share Certificate you deliver to the Depositary, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, as soon as practicable after the expiration or
termination of the Offer, you will receive new Share Certificate(s) evidencing
the remainder of the Shares not tendered, unless the box entitled "Special
Delivery Instructions to be Completed by Pledgees and Others" has been
completed, in which case such new Share Certificates will be delivered to the
other person as instructed.
5. Signatures on Transmittal Letter; Stock Powers and Endorsements. The
signature(s) on this Transmittal Letter must correspond with the name(s) as
written on the face of the Share Certificates evidencing such Shares without any
change whatsoever. If any Shares tendered hereby are owned of record by two or
more persons, all record owners must sign this Transmittal Letter. If any of the
Shares tendered hereby are registered in the names of different holders, each
registered holder will be required to complete, sign and submit a separate
Transmittal Letter.
You do not need to sign the back of ("endorse") any tendered Share
Certificates or provide separate stock powers unless:
- this Transmittal Letter is being signed by the registered holders of the
tendered Share Certificates and payment is to be made to a person other
than such registered holders (for example, a Pledgee) (see Instructions 7
and 13 for more details); or
- this Transmittal Letter is being signed by a person other than the
registered holders of the tendered Share Certificates.
If endorsements or stock powers are required, all Share Certificates evidencing
the Shares tendered must be endorsed or accompanied by appropriate stock powers.
All signatures on the Share Certificates or stock powers must match the names of
the registered holder as they appear on the Share Certificates without any
change whatsoever. As discussed in Instruction 1, all signatures on the
Transmittal Letter, the Share Certificates and stock powers must be guaranteed
by an eligible institution.
If this Transmittal Letter or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should indicate that capacity when signing and submit
proper evidence satisfactory to Purchaser of such person's authority so to act.
6. Stock Transfer Taxes. The amount of any stock transfer taxes required
by applicable law to be withheld from payment for the Shares purchased will be
deducted from the Offer Price for such Shares purchased, unless evidence
satisfactory to Purchaser of the payment of such taxes, or exemption therefrom,
is submitted.
7. Special Payment and Delivery Instructions for Pledgees and Others. If
a check for the Offer Price for any tendered Shares is to be issued in the name
of a person other than the person(s) signing this Transmittal Letter, you must
complete the box entitled "Special Payment Instructions to be Completed by
Pledgees and Others."
You must complete the box entitled "Special Delivery Instructions to be
Completed by Pledgees and Others" if:
- a check for the Offer Price for any tendered Shares is to be sent to
someone other than the person(s) signing this Transmittal Letter; or
- the check is to be delivered to the person(s) signing this Transmittal
Letter but at an address other than that shown in the box entitled
"Description of Shares Tendered."
8. Waiver of Conditions. The conditions to the Offer may be waived by
Purchaser in whole or in part at any time and from time to time in its sole
discretion, subject to the terms of the Merger Agreement.
9. Questions and Requests for Assistance or Additional Copies. If you
have any questions or need assistance in tendering your Shares or completing
this Transmittal Letter, please contact the Information Agent at its address or
telephone number set forth on the front and back of this Transmittal Letter. You
may obtain additional copies of the Offer to Purchase, this Transmittal Letter
and the other Offer materials from the Information Agent.
8
10. Substitute Form W-9. Unless an exemption applies, each Stockholder is
required to provide the Depositary with a correct Taxpayer Identification Number
("TIN") on the Substitute Form W-9 included herein, and to certify, under
penalties of perjury, that such number is correct and that such Stockholder is
not subject to backup withholding of federal income tax. If a tendering
Stockholder has been notified by the Internal Revenue Service that such
Stockholder is subject to backup withholding, such Stockholder must cross out
Item (2) of the Certification box of the Substitute Form W-9, unless such
Stockholder has since been notified by the Internal Revenue Service that such
Stockholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering Stockholder to
a penalty and 30% federal income tax withholding on the payment of the Offer
Price for all Shares purchased from such Stockholder. If the tendering
Stockholder has not been issued a TIN and has applied for one or intends to
apply for one in the near future, such Stockholder should write "Applied For" in
the space provided for the TIN in Part I of the Substitute Form W-9, and sign
and date the Substitute Form W-9. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 30% on all payments of the Offer Price to such Stockholder until a TIN
is provided to the Depositary.
Noncorporate foreign Stockholders should complete and sign the main
signature form and, if eligible, a Form W-8BEN, Certificate of Foreign Status, a
copy of which may be obtained from the Depositary, in order to avoid backup
withholding.
11. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, you must promptly notify
the Depositary. You will then be instructed as to the steps that must be taken
in order to replace the certificate(s). THIS TRANSMITTAL LETTER AND RELATED
DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST OR STOLEN
CERTIFICATES HAVE BEEN FOLLOWED.
12. Special Instructions for Holders of Debentures. If you are a holder
of Debentures, you must first properly convert your Debentures into Shares
before you can tender such Shares in the Offer. On July 15, 2002, the Company
delivered to each holder of Debentures a redemption notice that described the
procedure for converting Debentures into Shares. This conversion process is also
specified by the terms of Debentures and the indenture under which the
Debentures were issued. Once you have properly converted your Debentures into
Shares and received a certificate evidencing such Shares, you may then tender
those Shares to Purchaser as otherwise described in this Transmittal Letter.
13. Shares Subject to Pledge. If your Shares are subject to any pledge,
lien, restriction, charge, encumbrance or adverse claim, then you must:
(a) have the box entitled "Special Section to be Completed by Pledgees
of Shares" completed and signed by the Pledgee of any of the Shares;
(b) have the box entitled "Special Payment Instructions to be
Completed by Pledgees and Others" completed by the Pledgee to provide for
the issuance of the check in the name of the Pledgee for the Offer Price of
all Shares purchased (see Instruction 7);
(c) have the box entitled "Special Delivery Instructions to be
Completed by Pledgees and Others" completed by the Pledgee to provide for
the mailing of the check for the Offer Price for all Shares purchased to
the address of the Pledgee (see Instruction 7); and
(d) comply with Instructions 1 and 5 with respect to the endorsement,
completion and execution of Share Certificates, stock powers and this
Transmittal Letter.
IF THE SHARES ARE SUBJECT TO ANY LIEN, RESTRICTION, CHARGE, ENCUMBRANCE OR
ADVERSE CLAIM, THEN THE TENDER OF THE SHARES WILL NOT BE EFFECTIVE UNLESS ALL OF
THE FOREGOING PROCEDURES ARE COMPLIED WITH.
IMPORTANT: THIS TRANSMITTAL LETTER, PROPERLY COMPLETED AND DULY EXECUTED
(TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
9
IMPORTANT TAX INFORMATION
Under the United States federal income tax laws, a Stockholder whose
tendered Shares are accepted for payment is required by law to provide the
Depositary (as payer) with such Stockholder's correct TIN on Substitute Form W-9
below. If such Stockholder is an individual, the TIN is such Stockholder's
Social Security Number. If the Depositary is not provided with the correct TIN,
the Stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such Stockholder with respect to
Shares purchased pursuant to the Offer may be subject to backup withholding of
30%.
Certain Stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the Depositary. Exempt Stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of TIN on
Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold 30%
of any payments 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 from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a Stockholder
with respect to Shares purchased pursuant to the Offer, the Stockholder is
required to notify the Depositary of such Stockholder's correct Taxpayer
Identification Number by completing the form below certifying (a) that the TIN
provided on Substitute Form W-9 is correct (or that such Stockholder is awaiting
a TIN), and (b) that (i) such Stockholder has not been notified by the Internal
Revenue Service that such Stockholder is subject to backup withholding as a
result of a failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified such Stockholder that such Stockholder is no longer
subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Stockholder is required to give the Depositary the TIN 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 Stockholder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future, the stockholder should write "Applied For" in the
space provided for the TIN in Part I, and sign and date the Substitute Form W-9.
If "Applied For" is written in Part I and the Depositary is not provided with a
TIN within 60 days, the Depositary will withhold 30% of all payments of the
Offer Price to such Stockholder until a TIN is provided to the Depositary.
10
<Table>
- ---------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: CITIBANK, N.A.
- ---------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN ----------------------------------
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY BY Social Security Number
SIGNING AND DATING BELOW (If awaiting TIN
write "Applied For")
OR
----------------------------------
Employer Identification Number
(If awaiting TIN
write "Applied For")
DEPARTMENT OF THE PART 2 -- CERTIFICATE -- Under parties of perjury, I certify that:
TREASURY
INTERNAL REVENUE SERVICE (1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION (2) I am not subject to backup withholding because (a) I am exempt from backup
NUMBER (TIN) 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
PAYER'S NAME: to report all interest or dividends or (c) the IRS has notified me that I am
CITIBANK, N.A. no longer subject to backup withholding.
(3) I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you are subject to backup
withholding, you receive another notification from the IRS that you are no
longer subject to backup withholding, do not cross out such item (2). (Also see
instructions on the enclosed Guidelines).
SIGNATURE OF U.S. PERSON PART 3
---------------------------------------------------------------
DATE _____________________________________________ , 2002 Awaiting TIN [ ]
- ---------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A BACKUP
WITHHOLDING OF ANY PAYMENTS, AT A RATE NO HIGHER THAN 30%, 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 BE COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
"AWAITING TIN" BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Officer or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number to the Depositary by the time of
payment, an amount not higher than 30% of all reportable payments made to me
thereafter will be withheld, but that such amounts will be refunded to me if I
provide a certified Taxpayer Identification Number to the Depositary within
sixty (60) days.
<Table>
- ------------------------------------------------------------ ---------------------------------------------
SIGNATURE DATE
</Table>
11
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
CALL TOLL FREE: (800) 549-6746
JULY 23, 2002