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LETTER OF TRANSMITTAL
TO TENDER ORDINARY SHARES
OF
WIZTEC SOLUTIONS LTD.
PURSUANT TO THE OFFER TO PURCHASE
DATED JULY 2, 1999
BY
CONVERGYS ISRAEL INVESTMENTS LTD.
A WHOLLY OWNED SUBSIDIARY
OF
CONVERGYS CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JULY 30, 1999, UNLESS EXTENDED.
The Depositary for the Offer is:
THE BANK OF NEW YORK
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
(for Eligible Institutions
Only)
(212) 815-6213
Tender & Exchange Department Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
FOR CONFIRMATION TELEPHONE:
(800) 507-9357
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used by shareholders of Wiztec
Solutions Ltd. either if certificates for 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 Shares is to be made by book-entry transfer
to an account maintained by the Depositary at the Book-Entry Transfer Facility
(as defined in and pursuant to the procedures set forth in Section 3 of the
Offer to Purchase). Shareholders who deliver Shares by book-entry transfer are
referred to herein as "Book-Entry Shareholders" and other shareholders are
referred to herein as "Certificate Shareholders."
Shareholders whose certificates for Shares ("Share Certificates") are not
immediately available or who cannot deliver their Share Certificates and all
other documents required hereby to the Depositary on or prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase) or who are unable to
complete the procedure for book-entry transfer on a timely basis must tender
their Shares according to the guaranteed delivery procedure set forth in Section
3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
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[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution
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Account Number
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Transaction Code Number
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[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s)
----------------------------------------
Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
--------------------
Name of Institution which Guaranteed Delivery
-------------------------
Account Number
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Transaction Code Number
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN BLANK EXACTLY AS NAME(S) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
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TOTAL NUMBER OF
SHARE SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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TOTAL SHARES
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* Need not be completed by Book-Entry Shareholders
** Unless otherwise indicated, all Shares represented by Share Certificates
delivered to the Depositary will be deemed to have been tendered. See
Instruction 4.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Convergys Israel Investments Ltd., a
company limited by shares duly registered under the laws of the State of Israel
(the "Sub") and a wholly owned subsidiary of Convergys Corporation, an Ohio
corporation ("Parent"), the above-described Ordinary Shares, each with New
Israeli Shekel 1 par value (the "Shares"), of Wiztec Solutions Ltd., a company
limited by shares duly registered under the laws of the State of Israel (the
"Company"), at a purchase price of $25.00 per Share, net to the seller in cash
without interest thereon, upon the terms and subject to the conditions set forth
in the Sub's Offer to Purchase dated July 2, 1999 (the "Offer to Purchase") and
this Letter of Transmittal (which together with the Offer to Purchase,
constitutes the "Offer"), receipt of which is hereby acknowledged. The
undersigned understands that Sub reserves the right to transfer or assign, in
whole or from time to time in part, to one or more of its affiliates, the right
to purchase all or any portion of the Shares tendered pursuant to the Offer. By
tendering Shares pursuant to the Offer, a shareholder is approving a Plan in
accordance with Section 236 of the Companies Ordinance as set forth in Section 7
of the Offer to Purchase.
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, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Sub all right, title and interest in and to all of the Shares that
are being tendered hereby and any and all dividends, distributions and rights
declared, paid or issued with respect to the tendered Shares on or after June
28, 1999 (collectively, "Distributions") and hereby irrevocably constitutes and
appoints the Depositary true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and any Distributions), with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) deliver certificates for such Shares (and any
Distributions) or transfer ownership of such Shares (and any Distributions) on
the account books maintained by a Book-Entry Transfer Facility, together, in any
such case, with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Sub upon receipt by the Depositary, as the undersigned's
agent, of the purchase price, (b) present such Shares (and any Distributions)
for transfer on the Company's books and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares (and any
Distributions), all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the Shares (and
any Distributions) tendered hereby and (b) when the Shares are accepted for
payment, Sub will acquire good, marketable and unencumbered title to the Shares
(and any Distributions), free and clear of all liens, restrictions, charges and
encumbrances, and the same will not be subject to any adverse claim. The
undersigned, upon request, shall execute and deliver any signature guarantee or
additional documents deemed by the Depositary or Sub to be necessary or
desirable to complete the sale, assignment and transfer of the Shares (and any
Distributions) tendered hereby. In addition, the undersigned shall promptly
remit and transfer to the Depositary for the account of the Sub any and all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer and, pending such remittance or
appropriate assurance thereof, the Sub shall be entitled to all rights and
privileges as owner of any such Distribution and may withhold the entire
purchase price or deduct from the purchase price the amount or value thereof, as
determined by the Sub in its sole discretion.
No authority conferred or agreed to be conferred in this Letter of
Transmittal 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 successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned. Except as stated in the Offer to Purchase, this tender of Shares
hereby made is irrevocable.
The undersigned hereby irrevocably appoints William D. Baskett III, Steven
G. Rolls and Roy T. Heggland, and each of them, as the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution, to vote in
such manner as each such attorney and proxy or any substitute thereof shall deem
proper in the sole discretion of such attorney-in-fact and proxy or such
substitute, and otherwise act (including pursuant to written
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consent) with respect to all of the Shares tendered hereby and all Distributions
which have been accepted for payment by the Sub prior to the time of such vote
or action, which the undersigned is entitled to vote at any meeting of
shareholders (whether annual or special and whether or not an adjourned meeting)
of the Company or otherwise. This proxy and power of attorney is coupled with an
interest in the Shares and is irrevocable and is granted in consideration of,
and is effective upon, the acceptance for payment of such Shares and all
Distributions by the Sub in accordance with the terms of the Offer. Such
acceptance for payment shall revoke any other proxy granted by the undersigned
at any time with respect to such Shares and all Distributions and no subsequent
proxies will be given (or, if given, will not be deemed effective) with respect
thereto by the undersigned. The undersigned understands that in order for Shares
to be deemed validly tendered pursuant to the Offer, immediately upon the Sub's
acceptance of such Shares and all Distributions for payment, the Sub or its
designee must be able to exercise full voting rights with respect to such Shares
and all Distributions, including, without limitation, voting at any meeting of
the Company's shareholders then scheduled.
The undersigned understands that the valid tender of 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 Sub 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).
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price of all Shares purchased and/or
return any certificate(s) for Shares not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing under "Description of 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 Shares not tendered or not accepted
for payment (and accompanying documents, as appropriate) to the address(es) of
the registered holder(s) appearing under "Description of Shares Tendered." In
the event that both the Special Delivery Instructions and the Special Payment
Instructions are completed, please issue the check for the purchase price of all
Shares purchased and/or return any certificates for Shares not so tendered or
accepted for payment (and accompanying documents, as appropriate) in the name(s)
of, and deliver such check and/or return such certificates (and accompanying
documents, as appropriate) to, the person(s) so indicated. Unless otherwise
indicated herein under "Special Payment Instructions," in the case of a
book-entry transfer of Shares, please credit the account maintained at the
Book-Entry Transfer Facility indicated above with any Shares not accepted for
payment. The undersigned recognizes that the Sub has no obligation, pursuant to
the Special Payment Instructions, to transfer any Shares from the name(s) of the
registered holder(s) thereof if the Sub does not accept for payment any of the
Shares so tendered.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) To be completed ONLY if certificate(s) for
for Shares not tendered or not accepted for Shares not tendered and not accepted for
payment and/or the check for the purchase payment and/or the check for the purchase
price of Shares purchased are to be issued price of Shares accepted for payment are to
in the name of someone other than the be sent to someone other than the
undersigned or if Shares tendered by undersigned, or to the undersigned at the
book-entry transfer which are not accepted address other than that shown above.
for payment are to be returned by credit to
an account maintained at a Book-Entry
Transfer Facility.
Issue [ ] Check [ ] Certificates to: Mail [ ] Check [ ] Certificates to:
Name: Name:
------------------------------------------ ------------------------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address: Address:
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(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY
NO.) NO.)
(SEE SUBSTITUTE FORM W-9) (SEE SUBSTITUTE FORM W-9)
[ ] Credit unpurchased Shares delivered by
book-entry transfer to the Book-Entry
Transfer Facility account set forth
below:
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(ACCOUNT NUMBER)
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IMPORTANT -- SHAREHOLDERS SIGN HERE
(AND COMPLETE SUBSTITUTE FORM W-9 BELOW)
X
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X
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SIGNATURE(S) OF HOLDER(S)
Dated:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s) or on a security position listing or by the person(s) authorized
to become registered holder(s) by certificates and documents transmitted
herewith. If signature is by an officer of a corporation or by an executor,
administrator, trustee, guardian, attorney-in-fact, agent or any other person
acting in a fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
Name(s):
- --------------------------------------------------------------------------------
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(PLEASE PRINT)
Capacity (full title):
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Taxpayer Identification or Social Security No.:
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(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature(s):
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Name:
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Name of Firm:
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Dated:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (i) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the holder of Shares) of Shares tendered herewith,
unless such holder(s) has (have) completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" above,
or (ii) if such Shares are tendered for the account of a firm which is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of a recognized Medallion Program approved by the
Securities Transfer Association (each of the foregoing being herein called an
"Eligible Institution"). In all other cases all signatures of this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by shareholders of the
Company either if Share Certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if tenders are to be made by Book-Entry Transfer
pursuant to the procedures set forth herein and in Section 3 of the Offer to
Purchase. Share Certificates evidencing all physically tendered Shares or
confirmation of any book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of Shares tendered by book-entry transfer, as well
as this Letter of Transmittal or a facsimile thereof, properly completed and
duly executed with any required signature guarantees or an Agent's Message, and
any other documents required by this Letter of Transmittal, must be received by
the Depositary at one of its addresses set forth herein on or prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase).
Shareholders whose certificates for Shares are not immediately available or
who cannot deliver their Share Certificates and all other required documents to
the Depositary prior to the Expiration Date or who cannot comply with the
Book-Entry Transfer procedures on a timely basis may tender their Shares by
properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth herein and in Section 3
of the Offer to Purchase. Pursuant to such guaranteed delivery procedure, (i)
such tender must be made by or through an Eligible Institution; (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form provided by Sub, 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 tendered 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 New York Stock Exchange 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 such 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 Sub may
enforce such agreement against the participant.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. THE 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, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
STRONGLY RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution of
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
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3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares tendered should be listed on a
separate signed schedule and attached hereto.
4. PARTIAL TENDER (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all Shares evidenced by any Share Certificate submitted
are to be tendered, fill in the number of Shares which are to be tendered in the
box entitled "Number of Shares Tendered." In such case, new certificate(s) for
the remainder of the Shares that were evidenced by old tendered certificate(s),
but which were not tendered by you, will be sent to the registered holder(s),
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the Expiration Date 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 Share 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 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 so indicate when signing, and proper evidence
satisfactory to Sub of the authority of such person so to 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 Share Certificates or
separate stock powers are required unless payment or certificates for 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 Share Certificates
or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the Share 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 Share Certificates. Signature(s) on any
such Share Certificate or stock powers must be guaranteed by an Eligible
Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Sub will pay all stock transfer taxes with respect to the transfer and
sale of purchased Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if certificates for Shares
not tendered or purchased 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
or such person) payable on account of the transfer to such person will be
deducted from the purchase price unless satisfactory evidence of the payment of
such taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATE(S) LISTED IN THIS
LETTER OF TRANSMITTAL.
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
Share Certificates for 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 Shares not purchased be credited to such
account maintained at the Book-Entry Transfer Facility as such
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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. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery, Form W-8, Certificate of Foreign
Status and the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 may be directed to the Information Agent at the address and
phone number set forth below, or from brokers, dealers, commercial banks or
trust companies.
9. WAIVER OF CONDITIONS. Sub reserves the absolute right in its sole
discretion 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.
10. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. In order to avoid "backup
withholding" of federal income tax on payments of cash pursuant to the Offer, a
shareholder surrendering Shares in the Offer must, unless an exemption applies,
provide the Depositary with such shareholder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify,
under penalties of perjury, that such TIN is correct and that such shareholder
is not subject to backup withholding. If the Depositary is not provided with the
correct TIN, the Internal Revenue Service may subject the shareholder or other
payee to a $50 penalty. In addition, payments that are made to such shareholder
or other payee with respect to Shares purchased pursuant to the Offer may be
subject to a 31% backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding and
reporting requirements. Non-corporate foreign shareholders should complete and
sign the main signature form and a Form W-8, Certificate of Foreign Status, a
copy of which is enclosed with this Letter of Transmittal, in order to avoid
backup withholding. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any such payments made to a shareholder or other payee. 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.
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, such shareholder should
write "Applied For" in the space provided for the TIN in Part 1 of the
Substitute Form W-9 and sign and date the Substitute Form W-9, and the
shareholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number
is completed, the Depositary will withhold 31% on all payments made prior to the
time a properly certified TIN is provided to the Depositary. However, such
amounts will be refunded to such shareholder if a TIN is provided to the
Depositary within 60 days.
11. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Shares have 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 Share Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Share Certificates have been followed.
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IMPORTANT: THIS LETTER OF TRANSMITTAL (OR 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 SHAREHOLDER MUST COMPLY WITH THE PROCEDURES FOR
GUARANTEED DELIVERY.
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PLEASE PROVIDE YOUR SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER ON THIS SUBSTITUTE FORM W-9 AND CERTIFY THAT
YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. FAILURE TO DO SO WILL SUBJECT YOU TO THIRTY-ONE PERCENT FEDERAL INCOME TAX
WITHHOLDING FROM YOUR PROCEEDS.
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN Social Security Number______________________
FORM W-9 AT RIGHT AND CERTIFY BY SIGNING or Employer Identification Number___________
AND DATING BELOW or Awaiting TIN_____________________________
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PART 2--For Payees exempt from backup withholding, see the enclosed Guidelines for
DEPARTMENT OF Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
THE TREASURY instructed herein.
INTERNAL Certification--Under penalties of perjury, I certify that:
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
(2) I am not subject to backup withholding because I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified me that I am no
longer subject to backup withholding.
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PART 3--Certificate Instructions -- You must cross out item (2) if you have been
notified by the IRS that you are subject to backup withholding because of
PAYER'S REQUEST FOR underreporting interest or dividends on your tax return. However, if after being
TAXPAYER IDENTIFICATION notified by the IRS that you are no longer subject to backup withholding do not cross
NUMBER ("TIN") out item (2).
AND CERTIFICATION Signature ------------------------------------------------ Date -----------------------
- --------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty (60) days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.
Signatures: Dated:
----------------------------------------- ------------------
- --------------------------------------------------------------------------------
THE INFORMATION AGENT FOR THE OFFER IS:
(LOGO)
WALL STREET PLAZA
NEW YORK, NY 10005
(212) 440-9800 (CALL COLLECT)
OR
CALL TOLL-FREE (800) 223-2064
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