EXHIBIT A.1.VII
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
PAR VALUE $.01 PER SHARE
OF
LANDAIR CORPORATION
PURSUANT TO THE OFFER TO PURCHASE, DATED DECEMBER 23, 2002,
AS AMENDED AND SUPPLEMENTED BY THE
AMENDMENT AND SUPPLEMENT TO OFFER TO PURCHASE, DATED JANUARY 13, 2003
BY
LANDAIR ACQUISITION CORPORATION
A CORPORATION WHOLLY OWNED BY
SCOTT M. NISWONGER
AND
JOHN A. TWEED
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD
TIME, ON THURSDAY, JANUARY 23, 2003, UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
SUNTRUST BANK
BY OVERNIGHT COURIER: BY HAND DELIVERY:
BY MAIL: SUNTRUST BANK SUNTRUST BANK
SUNTRUST BANK ATTN: REORG ATTN: REORG
ATTN: REORG 58 EDGEWOOD AVE. 58 EDGEWOOD AVE.
P.O. BOX 4625 ROOM 225 ROOM 225
ATLANTA, GA 30302 ATLANTA, GA 30303 ATLANTA, GA 30303
FOR NOTICE OF GUARANTEED DELIVERY TO CONFIRM FACSIMILE TRANSMISSION
BY FACSIMILE TRANSMISSION: ONLY:
(404) 332-3875 (404) 588-7815
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFORE PROVIDED
BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THE LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
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NUMBER OF SHARES
CERTIFICATE REPRESENTED BY NUMBER OF SHARES
NUMBER(S) (1) CERTIFICATE(S)(1) TENDERED (2)
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TOTAL SHARES
TENDERED
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(1) Need not be completed by Book-Entry Shareholders.
(2) Unless otherwise indicated, all shares represented by share
certificates delivered to the Depositary will be deemed to have been
tendered. See Instruction 4.
[] Check here if certificate(s) have been lost, destroyed or mutilated.
See Instruction 11. Number of shares represented by lost, destroyed or
mutilated certificates
-------------------.
2
This letter of transmittal is to be used by shareholders of Landair
Corporation if certificates for the Shares (as defined below) are to be
forwarded herewith or, unless an Agent's Message (as defined in Instruction 2
below) is utilized, if delivery of the Shares is to be made by book-entry
transfer to an account maintained by the Depositary (as defined in the Offer to
Purchase) at the Book-Entry Transfer Facility (as defined in Section 2 of the
Offer to Purchase). Holders who deliver Shares by book-entry transfer are
referred to herein as "Book-Entry Shareholders" and other shareholders who
deliver Shares are referred to herein as "Certificate Shareholders."
Shareholders whose certificates for the Shares are not immediately
available or who cannot deliver the certificates for, or a Book-Entry
Confirmation (as defined in Section 2 of the Offer to Purchase) with respect to,
their Shares and all other documents required hereby to the Depositary prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase) must
tender their Shares pursuant to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO
THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
[] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[] CHECK HERE IF THE TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name of Registered Owner(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
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If delivery is by book-entry transfer, check here and provide the following
information: []
Account Number:
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Transaction Code Number:
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3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS
SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Landair Acquisition Corporation, a
Tennessee corporation ("Purchaser") wholly owned by Messrs. Scott M. Niswonger
and John A. Tweed ("Offerors"), the above-described shares of common stock, par
value $.01 per share (the "Shares"), of Landair Corporation, a Tennessee
corporation ("Landair"), at $13.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
December 23, 2002 as amended and supplemented by the supplement thereto, dated
January 13, 2003 and in this related Letter of Transmittal (which, together with
any amendments or supplements hereto or thereto, collectively constitute the
"Offer"). The undersigned understands that Purchaser reserves the right to
transfer or assign in whole or in part from time to time to one or more of its
affiliates the right to purchase all or any portion of the Shares tendered
pursuant to the Offer, but any such transfer or assignment will not relieve
Purchaser of its obligations under the Offer and will in no way prejudice the
rights of tendering shareholders to receive payment for Shares validly tendered
and accepted for payment pursuant to the Offer. Receipt of the Offer is hereby
acknowledged.
Upon the terms and subject to the conditions of the Offer (and if the
Offer is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment of the Shares tendered
herewith in accordance with the terms of the Offer, the undersigned hereby, or
upon the order of Purchaser, sells, assigns and transfers to Purchaser, all
right, title and interest in and to all the Shares that are being tendered
hereby (and any and all non-cash dividends, distributions, rights, other Shares
or other securities issued or issuable in respect thereof on or after December
23, 2002 (collectively, "Distributions")) and irrevocably constitutes and
appoints the Depositary to be 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 for such Shares
(and any and all Distributions), or transfer ownership of such Shares (and any
and all Distributions) on the account books maintained by the Book-Entry
Transfer Facility, together, in any such case, with all accompanying evidences
of transfer and authenticity, to or upon the order of Purchaser, (ii) present
such Shares (and any and all Distributions) for transfer on the books of
Landair, and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any and all Distributions), all in
accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby
irrevocably appoints Purchaser, its officers and designees, and each of them,
the attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, (i) to vote at any annual or special meeting of Landair's
shareholders or any adjournment or postponement thereof or otherwise in such
manner as each such attorney-in-fact and proxy or his substitute shall in his
sole discretion deem proper with respect to, (ii) to execute any written consent
concerning any matter as each such attorney-in-fact and proxy or his substitute
shall in his sole discretion deem proper with respect to, and (iii) to otherwise
act as each such attorney-in-fact and proxy or his substitute shall in his sole
discretion deem proper with respect to, all of the Shares (and any and all
Distributions) tendered hereby and accepted for payment by Purchaser. This
appointment will be effective if and when, and only to the extent that,
Purchaser accepts such Shares for payment pursuant to the Offer. This power of
attorney and proxy are irrevocable and are granted in consideration of the
acceptance for payment of such Shares in accordance with the terms of the Offer.
Such acceptance for payment shall, without further action, revoke any prior
powers of attorney and proxies granted by the undersigned at any time with
respect to such Shares (and any and all Distributions), and no subsequent powers
of attorney, proxies, consents or revocations may be given by the undersigned
with respect thereto (and, if given, will not be deemed effective). Purchaser
reserves the right to require that, in order for the Shares to be deemed validly
tendered, immediately upon Purchaser's acceptance for payment of such Shares,
Purchaser must be able to exercise full voting, consent and other rights with
respect to such Shares (and any and all Distributions), including voting at any
meeting of Landair's shareholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions and that, when the same are accepted for
payment by Purchaser, Purchaser will acquire good, marketable and unencumbered
title thereto and to all Distributions, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be subject to any
adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or Purchaser to be necessary or
desirable to complete the sale, assignment and transfer, of the Shares
4
tendered hereby and all Distributions. In addition, the undersigned shall remit
and transfer promptly to the Depositary for the account of Purchaser all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance and transfer
or appropriate assurance thereof, Purchaser shall be entitled to all rights and
privileges as owner of each such Distribution and may withhold the entire
purchase price of the Shares tendered hereby or deduct from such purchase price
the amount or value of such Distribution as determined by Purchaser in its sole
discretion.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, successors and
assigns of the undersigned. This tender is irrevocable; provided that the Shares
tendered pursuant to the Offer may be withdrawn at any time on or prior to the
Expiration Date and, unless theretofore accepted for payment as provided in the
Offer to Purchase, may also be withdrawn at any time after February 20, 2003,
subject to the withdrawal rights set forth in Section 4 of the Offer to
Purchase.
The undersigned understands that the valid tender of the Shares
pursuant to any one of the procedures described in Section 3 of the Offer to
Purchase and in the Instructions hereto will constitute a binding agreement
between the undersigned and Purchaser upon the terms and subject to the
conditions of the Offer (and if the Offer is extended or amended, the terms or
conditions of any such extension or amendment).. Without limiting the foregoing,
if the price to be paid in the Offer is amended in accordance with the terms of
the Offer to Purchase, the price to be paid to the undersigned will be the
amended price notwithstanding the fact that a different price is stated in this
Letter of Transmittal. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, Purchaser may not be required
to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased and/or return any
certificates for any Shares not tendered or accepted for payment in the name(s)
of the registered holder(s) appearing above under "Description of the Shares
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of all Shares
purchased and/or return any certificates for any Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
the Shares Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and/or return any
certificates evidencing Shares not tendered or not accepted for payment (and any
accompanying documents, as appropriate) in the name(s) of, and deliver such
check and/or return any such certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box entitled "Special Payment Instructions," please credit any Shares
tendered herewith by book-entry transfer that are not accepted for payment by
Purchaser by crediting the account at the Book-Entry Transfer Facility
designated above. The undersigned recognizes that Purchaser has no obligation
pursuant to the "Special Payment Instructions" to transfer any Shares from the
name of the registered holder thereof if Purchaser does not accept for payment
any of the Shares so tendered.
5
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1,5,6 AND 7)
To be completed ONLY if the check for the purchase price with respect to Shares
purchased is to be issued in the name of someone other than the undersigned, if
certificates for any Shares not tendered or not accepted for payment are to be
issued in the name of someone other than the undersigned or if any Shares
tendered hereby and delivered by book-entry transfer that are not accepted for
payment are to be returned by credit to an account maintained at a Book-Entry
Transfer Facility other than the account indicated above.
Issue check and/or stock certificates to:
Name(s):
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
[] Credit Shares delivered by book-entry transfer and not purchased to the
Book-Entry Transfer Facility account.
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(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1,5,6 AND 7)
To be completed ONLY if certificates for any Shares not tendered or not accepted
for payment and/or the check for the purchase price of any Shares accepted for
payment is to be sent to someone other than the undersigned or to the
undersigned at an address other than that shown under "Description of the Shares
Tendered."
Name(s):
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
6
IMPORTANT
SIGN SHAREHOLDERS SIGN HERE SIGN
HERE AND COMPELTE SUBSTITUTE FORM W-9 INCLUDED HEREIN HERE
X
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X
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(Signature(s) of Owner(s))
Name(s):
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(PLEASE PRINT)
Name of Firm:
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(PLEASE PRINT)
Capacity (full title):
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(SEE INSTRUCTION 5)
Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Taxpayer Identification or Social Security Number:
-----------------------------
(SEE SUBSTITUTE FORM W-9)
Dated: , 200
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURES
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLEASE MEDALLION
GUARANTEE IN SPACE BELOW.
Authorized Signature(s):
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Name(s):
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Name of Firm:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Dated: , 200
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on
this Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in any of the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of the Shares) of Shares
tendered herewith, and such registered holder(s) has not completed either the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are
tendered for the account of a financial institution (including most commercial
banks, savings and loan associations and brokerage houses) that is a participant
in the Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or
by any other "Eligible Guarantor Institution," as such term is defined in Rule
17Ad-15 under the Exchange Act (each, an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be
completed by shareholders of Landair either if certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if delivery of the Shares is
to be made by book-entry transfer pursuant to the procedures set forth herein
and in Section 3 of the Offer to Purchase. For a shareholder validly to tender
Shares pursuant to the Offer, either (a) a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof), together with
any required signature guarantees or an Agent's Message (in connection with
book-entry transfer of the Shares) and any other required documents, must be
received by the Depositary at one of its addresses set forth herein prior to the
Expiration Date (as defined in the Offer to Purchase) and either (i)
certificates for tendered Shares must be received by the Depositary at one of
such addresses prior to the Expiration Date or (ii) Shares must be delivered
pursuant to the procedures for book-entry transfer set forth herein and in
Section 3 of the Offer to Purchase and a Book-Entry Confirmation must be
received by the Depositary prior to the Expiration Date or (b) the tendering
shareholder must comply with the guaranteed delivery procedures set forth herein
and in Section 3 of the Offer to Purchase.
Shareholders whose certificates for Shares are not immediately
available or who cannot deliver their certificates and all other required
documents to the Depositary prior to the Expiration Date or who cannot comply
with the procedure for book-entry transfer on a timely basis may tender their
Shares by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedures set forth herein and in
Section 3 of the Offer to Purchase.
Pursuant to such guaranteed delivery procedures, (i) such tender must
be made by or through an Eligible Institution, (ii) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the form provided
by Purchaser, must be received by the Depositary prior to the Expiration Date
and (iii) the certificates for all tendered Shares, in proper form for transfer
(or a Book-Entry Confirmation with respect to all such Shares), together with a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message, and any other required documents must
be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery. A "trading day" is any day on
which the Nasdaq National Market is open for business.
The term "Agent's Message" means a message transmitted by the
Book-Entry Transfer Facility to, and received by, the Depositary and forming a
part of a Book-Entry Confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the participant in the
Book-Entry Transfer Facility tendering the Shares which are the subject of such
Book-Entry Confirmation, that such participant has received and agrees to be
bound by the terms of the Letter of Transmittal and that Purchaser may enforce
such agreement against the participant. The signatures on this Letter of
Transmittal cover the Shares tendered hereby.
THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL
BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS
BY MAIL, IT IS RECOMMENDED THAT THE SHAREHOLDER USE PROPERLY INSURED REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
8
No alternative, conditional or contingent tenders will be accepted, and
no fractional Shares will be purchased. All tendering shareholders, by executing
this Letter of Transmittal (or a manually signed facsimile thereof), waive any
right to receive any notice of acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under
"Description of Shares Tendered" is inadequate, the number of Shares tendered
and the certificate numbers with respect to such Shares should be listed on a
separate signed schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If fewer than all the Shares evidenced by any certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares that are to be tendered in the box entitled "Number of Shares
Tendered." In any such case, new certificate(s) for the remainder of the Shares
that were evidenced by the old certificates will be sent to the registered
holder, unless otherwise provided in the appropriate box on this Letter of
Transmittal, as soon as practicable after the Expiration Date or the termination
of the Offer. All Shares represented by certificates delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond with
the name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Shares tendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the 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 as there are different registrations of
certificates.
If this Letter of Transmittal or any stock certificate or stock power
is signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person to so act must be
submitted. If this Letter of Transmittal is signed by the registered holder(s)
of the Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment or certificates for any Shares
not tendered or not accepted for payment are to be issued in the name of a
person other than the registered holder(s). Signatures on any such certificates
or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the certificates 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 certificates. Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this
Instruction 6, Purchaser will pay all stock transfer taxes with respect to the
transfer and sale of any Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any Shares purchased is to be made to,
or if certificates for any Shares not tendered or not accepted for payment are
to be registered in the name of, any person other than the registered holder(s),
or if tendered certificates are registered in the name of any person other than
the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s) or such other
person) payable on account of the transfer to such other person will be deducted
from the purchase price of such Shares purchased unless evidence satisfactory to
Purchaser of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates evidencing the Shares
tendered hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the
purchase price of any Shares accepted for payment is to be issued in the name
of, and/or certificates for any Shares not accepted for payment or not tendered
are to be issued in the name of and/or returned to, a person other than the
signer of this Letter of Transmittal or if a check is to be sent, and/or such
certificates are to be returned, to a person other than the signer of this
Letter of Transmittal, or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed. Any
shareholder(s) delivering Shares by book-entry transfer may request that
9
Shares not purchased be credited to such account maintained at the Book-Entry
Transfer Facility as such shareholder(s) may designate in the box entitled
"Special Payment Instructions." If no such instructions are given, any such
Shares not purchased will be returned by crediting the account at the Book-Entry
Transfer Facility designated above as the account from which such Shares were
delivered.
8. BACKUP WITHHOLDING. Under Federal income tax law, a
shareholder whose tendered shares are accepted for payment is required, unless
an exemption applies, to provide the Depositary (as payer) with such
shareholder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 below in order to avoid "backup withholding" of Federal income tax on
payments of cash pursuant to the Offer. In addition, the shareholder must
certify under penalties of perjury that such TIN is correct and that such
shareholder is not subject to backup withholding. If a tendering shareholder is
subject to backup withholding, such shareholder must cross out item (2) of the
Certification box on the Substitute Form W-9. If such shareholder is an
individual, the taxpayer identification number is his social security number.
The tendering shareholder should indicate in Part III of the Substitute
Form W-9 if the tendering shareholder has not been issued a TIN and has applied
for or intends to apply for a TIN in the near future, in which case the
tendering shareholder should complete the Certificate of Awaiting Taxpayer
Identification Number below. If the shareholder has indicated in Part III that a
TIN has been applied for and the Depositary is not provided a TIN within 60
days, the Depositary will withhold 30% of all cash payments, if any, made
thereafter pursuant to the Offer until a TIN is provided to the Depositary.
If the Depositary is not provided with the correct taxpayer
identification number or the certifications described above, the shareholder may
be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments of cash to such shareholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding of 30%.
Backup withholding is not an additional income tax. Rather, the amount
of the backup withholding can be credited against the Federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the shareholder upon filing an
income tax return.
The shareholder is required to give the Depositary the TIN (i.e.,
social security number or employer identification number) of the record owner of
the Shares. If the Shares are held 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.
Certain shareholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to backup withholding.
Non-corporate foreign shareholders should complete and sign the main signature
form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding, signed under penalties of perjury, attesting to
that individual's exempt status, in order to avoid backup withholdings. A copy
of Form W-8BEN may be obtained from the Depositary. Exempt shareholders, other
than foreign individuals, should furnish their TIN, write "Exempt" in Part II 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 Taxpayer
Identification Number on Substitute Form W-9 for more instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Offer to
Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be directed to the Information Agent at its address and phone
number set forth below. You may also contact your broker, dealer, commercial
bank or trust companies or other nominee for assistance concerning the Offer.
10. WAIVER OF CONDITIONS. Subject to the Offer to Purchase,
Offerors and Purchaser reserve the absolute right to waive, at any time or from
time to time, any of the specified conditions of the Offer, in whole or in part,
in the case of any Shares tendered. IN NO EVENT WILL OFFERORS PURCHASE SHARES IN
THE OFFER UNLESS (i) AT LEAST A MAJORITY OF THE OUTSTANDING LANDAIR SHARES,
EXCLUDING THE SHARES BENEFICIALLY OWNED BY THEM, ARE VALIDLY TENDERED AND NOT
WITHDRAWN, AND (ii) AT LEAST A SUFFICIENT NUMBER OF SHARES ARE TENDERED IN THE
OFFER SUCH THAT, AFTER THE LANDAIR SHARES ARE PURCHASED IN THE OFFER, OFFERORS
WILL OWN AT LEAST 90% OF THE OUTSTANDING LANDAIR COMMON STOCK.
10
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary by checking the box immediately preceding the
special payment/special delivery instructions and indicating the number of
Shares lost. THE SHAREHOLDER WILL THEN BE INSTRUCTED AS TO THE STEPS THAT MUST
BE TAKEN IN ORDER TO REPLACE THE CERTIFICATE(S). THIS LETTER OF TRANSMITTAL AND
RELATED DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST,
DESTROYED OR STOLEN CERTIFICATES HAVE BEEN FOLLOWED.
IMPORTANT:
TO TENDER SHARES PURSUANT TO THE OFFER, THIS LETTER OF TRANSMITTAL (OR
A MANUALLY SIGNED FACSIMILE HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND
ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE, AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY
THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR
BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING
SHAREHOLDERS MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
11
IMPORTANT TAX INFORMATION
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 Offer, the
shareholder is required to notify the Depositary of such shareholder's correct
taxpayer identification number by completing the form contained herein
certifying that the taxpayer identification number provided on Substitute Form
W-9 is correct (or that such shareholder is awaiting a taxpayer identification
number).
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 owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
PAYOR'S NAME: SUNTRUST BANK
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR TIN IN
THE BOX AT THE RIGHT AND CERTIFY BY
FORM W-9 SIGNING AND DATING BELOW. ------------------------------
DEPARTMENT OF THE Social Security Number
TREASURY Name:
INTERNAL REVENUE SERVICE ----------------------------------- Or
-----------------------------------------
Business Name -------------------------------
Employer Identification Number
-----------------------------------------
PAYOR'S REQUEST FOR Please check appropriate box
TAXPAYER IDENTIFICATION [ ] Individual/Sole Proprietor
NUMBER ("TIN") [ ] Corporation
[ ] Partnership [ ] Other
----------------------------------------
Address
----------------------------------------
City, State, Zip Code
PART 2 -- For Payees exempt from back-up withholding, see the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9", check the Exempt box below and complete as instructed therein.
Exempt: [ ]
PART 3 -- 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 of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to backup
withholding, you received another notification from the IRS that you were no
longer subject to backup withholding, do not cross out item (2). (Also see the
instructions in the enclosed guidelines.)
Signature: PART 4 -- AWAITING TIN [ ]
------------------------ Please complete the Certificate of
Date: Authority Taxpayer Identification
----------------------------- Numbers below.
12
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT
IN BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO AN OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST
COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 4 OF
SUBSTITUTE FORM W-9.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED PART 4 OF THE
SUBSTITUTE FORM W-9 AND ARE AWAITING YOUR TIN.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 30%
of all payments to be made to me thereafter will be withheld until I provide a
number.
Signature: Date: , 200
-------------------------------- ----------------- ---
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE
ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH SHAREHOLDER OF LANDAIR OR
SUCH SHAREHOLDER'S BROKER, DEALER , COMMERCIAL BANK, TRUST COMPANY OR OTHER
NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE FIRST PAGE.
Questions and requests for assistance may be directed to the
Information Agent and requests for additional copies of the Offer to Purchase,
the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials may be directed to the Information Agent at its telephone number
and location listed below, and will be furnished promptly at Purchaser's
expense. You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offer.
INFORMATION AGENT FOR THE OFFER IS:
[MACKENZIE PARTNER, INC. LOGO]
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
(212) 929-5500 (call collect)
or
TOLL-FREE (800) 322-2885