Exhibit (a)(1)(vii) - Amended and Restated
Letter of Transmittal
AMENDED AND RESTATED
LETTER OF TRANSMITTAL
TO
TENDER ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
UGLY DUCKLING CORPORATION
AT
$3.53 NET PER SHARE
PURSUANT TO THE AMENDED AND RESTATED OFFER TO PURCHASE
DATED DECEMBER 14, 2001
BY
UDC ACQUISITION CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., MOUNTAIN STANDARD
TIME, ON JANUARY 16, 2002, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
COMPUTERSHARE TRUST COMPANY, INC.
By Mail: By Overnight Courier: By Hand:
Computershare Trust Company, Inc. Computershare Trust Company, Inc. Computershare Trust Company, Inc.
12039 West Alameda Parkway 12039 West Alameda Parkway 12039 West Alameda Parkway
Suite Z-2 Suite Z-2 Suite Z-2
Lakewood, CO 80228 Lakewood, CO 80228 Lakewood, CO 80228
DELIVERY OF THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL
SHOULD BE READ CAREFULLY BEFORE THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL
IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED SHARE CERTIFICATE(S)
HOLDER(S) AND SHARE(S) TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) (ATTACH ADDITIONAL
APPEAR(S) ON SHARE CERTIFICATE(S)) LIST, IF NECESSARY)
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TOTAL NUMBER OF
SHARE SHARES REPRESENTED
CERTIFICATE BY SHARE NUMBER OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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TOTAL SHARES
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* Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated, it will be assumed that all Shares represented
by certificates delivered to the Depositary are being tendered hereby. See
Instruction 4.
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This Amended and Restated Letter of Transmittal is to be completed by holders of
common stock, $.001 par value per share, of Ugly Duckling Corporation, a
Delaware corporation (the "Company"), if certificates for Shares (as defined
herein) are to be forwarded herewith or, unless an Agent's Message (as defined
in the Amended and Restated Offer to Purchase dated December 14, 2001 (the
"Amended Offer to Purchase")), is utilized, if tenders of Shares are to be made
by book-entry transfer to an account maintained by Computershare Trust Company,
Inc. (the "Depositary"), at The Depository Trust Company (the "Book-Entry
Transfer Facility"), pursuant to the procedures set forth in Section 2 of the
Amended Offer to Purchase. Stockholders of Shares who tender Shares by
book-entry transfer are referred to herein as "Book-Entry Stockholders."
This Amended and Restated Letter of Transmittal supersedes and replaces, in its
entirety, that certain Letter of Transmittal sent to Stockholders on or about
November 26, 2001 (the "Original Transmittal Letter"). Tendering stockholders
may continue to use the Original Transmittal Letter and the original Notice of
Guaranteed Delivery previously circulated with the Offer to Purchase dated
November 26, 2001 ("Original Offer to Purchase"), or they may use this Amended
and Restated Letter of Transmittal and the Amended and Restated Notice of
Guaranteed Delivery circulated with the Amended Offer to Purchase. Although the
Original Transmittal Letter previously circulated with the Offer to Purchase
refers only to the Original Offer to Purchase, stockholders using such document
to tender their Shares will nevertheless be deemed to be tendering pursuant to
the Amended Offer to Purchase and will receive the increased offer price per
Share described in the Amended Offer to Purchase if Shares are accepted for
payment and paid for by the Purchaser pursuant to the Amended Offer to Purchase.
SHARES PREVIOUSLY VALIDLY TENDERED AND NOT WITHDRAWN CONSTITUTE VALID TENDERS
FOR PURPOSES OF THE AMENDED OFFER TO PURCHASE. STOCKHOLDERS THAT HAVE ALREADY
TENDERED THEIR SHARES ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION WITH RESPECT
TO SUCH SHARES IN ORDER TO RECEIVE THE INCREASED PURCHASE PRICE OF $3.53 PER
SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY THE PURCHASER PURSUANT
TO THE AMENDED OFFER TO PURCHASE, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED
DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED. SEE SECTION 3 OF THE AMENDED
OFFER TO PURCHASE FOR THE PROCEDURES FOR WITHDRAWING SHARES TENDERED PURSUANT TO
THE AMENDED OFFER TO PURCHASE. IF YOU HAVE NOT ALREADY TENDERED YOUR SHARES,
PLEASE DISREGARD THE MATERIALS PREVIOUSLY DELIVERED TO YOU AND USE THE MATERIALS
CONTAINED WITH THE AMENDED OFFER TO PURCHASE.
Stockholders whose certificates for such Shares are not immediately available or
who cannot deliver certificates for their Shares and all other required
documents to the Depositary on or prior to the "expiration date" (as defined in
the Amended Offer to Purchase, the "Expiration Date") or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Shares
according to the guaranteed delivery procedures set forth in Section 2 of the
Amended Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY BY ITSELF DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
[ ] CHECK HERE IF THE SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER THE SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
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Book-Entry Transfer Facility Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF THE SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
--------------------------
Name of Institution that Guaranteed Delivery:
---------------------------------
[ ] CHECK HERE IF DELIVERED BY BOOK-ENTRY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Book-Entry Transfer Facility Account Number:
-----------------------------------
Transaction Code Number:
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3
Ladies and Gentlemen:
The undersigned hereby tenders to UDC Acquisition Corp., a Delaware corporation
(the "Purchaser"), the above described shares of common stock, par value $.001
per share (the "Shares"), of Ugly Duckling Corporation, a Delaware corporation
(the "Company"), at a price of $3.53 per Share, net to the seller in cash,
without interest thereon and less applicable federal withholding taxes, upon the
terms and subject to the conditions set forth in the Amended and Restated Offer
to Purchase, dated December 14, 2001 (the "Amended Offer to Purchase"), receipt
of which is hereby acknowledged, and in this Amended and Restated Letter of
Transmittal (which together with the Amended Offer to Purchase constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of and payment for 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 Purchaser all right, title and interest in and to
all of the Shares that are being tendered hereby and any and all dividends, or
rights declared, paid or issued with respect to the tendered Shares on or after
November 26, 2001 (collectively, a "Distribution"), and appoints the Depositary
the true and lawful agent, attorney-in-fact and proxy of the undersigned to the
full extent of the undersigned's rights with respect to such Shares (and any
Distribution) with full power of substitution (such power of attorney and proxy
being deemed to be an irrevocable power coupled with an interest), to (a)
deliver certificates for Shares (and any Distribution), or transfer ownership of
such Shares (and any Distribution) on the account books maintained by the
Book-Entry Transfer Facility, together in any case with appropriate evidences of
transfer and authenticity, to the Depositary for the account of the Purchaser,
(b) present such Shares (and any Distribution) for transfer on the books of the
Company, and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any Distribution), all in accordance
with the terms of the Offer.
The undersigned hereby irrevocably appoints designees of the Purchaser and each
of them, the attorneys-in-fact and 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
the Purchaser (and with respect to any and all other Shares or other securities
issued or issuable in respect of such Shares on or after November 26, 2001).
This power of attorney and proxy is coupled with an interest in the tendered
Shares and is irrevocable. Such appointment will be effective when, and only to
the extent that the Purchaser accepts such Shares for payment. Upon such
acceptance for payment, all prior proxies or consents 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 or consents may be given by
the undersigned and, if given, will not be effective. The designees of the
Purchaser will, with respect to such Shares (and such other shares and
securities) be empowered, among other things, to exercise all voting and other
rights of such stockholder as they in their sole discretion may deem proper at
any annual, special or adjourned meeting of the Company's stockholders, or by
written consent in lieu of any such meeting or otherwise. The undersigned
understands that the Purchaser reserves the right to require that, in order for
the Shares to be deemed validly tendered, immediately upon the Purchaser's
acceptance for payment of such Shares, the Purchaser is able to exercise full
voting, consent and other rights with respect to such Shares and other
securities, including voting at any meeting of stockholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares (and any
Distribution) tendered hereby and that, when the same are accepted for payment
by the Purchaser, the Purchaser will acquire good, marketable and unencumbered
title thereto (and any Distribution), 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, will execute and deliver any additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Shares (and any Distribution)
tendered hereby. In addition, the undersigned shall promptly remit and transfer
to the Depositary for the account of the Purchaser any and all other
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer and, pending such remittance or
appropriate assurance thereof, the Purchaser shall be, subject to applicable
law, entitled to all rights and privileges as owner of any such Distributions,
and may withhold the entire purchase price of Shares tendered hereby or deduct
from the purchase price of Shares tendered hereby the amount or value thereof,
as determined by the Purchaser in its sole discretion.
All authority herein conferred or agreed to be conferred shall not be affected
by and shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
4
Tenders of Shares made pursuant to the Offer are irrevocable, except that 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 pursuant to the
Offer, may also be withdrawn at any time after January 24, 2002. See Section 3
of the Amended Offer to Purchase.
The undersigned understands that tenders of the Shares pursuant to any one of
the procedures described in Section 2 of the Amended Offer to Purchase and in
the instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Offer, including the undersigned representation that the undersigned owns
the Shares being tendered.
Unless otherwise indicated herein under "Special Payment Instructions," please
issue the check for the purchase price 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" above. Similarly,
unless otherwise indicated under "Special Delivery Instructions," please mail
the check for the purchase price and/or return any certificate(s) for Shares not
tendered or 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 and/or return any certificate(s) for Shares not tendered or
accepted for payment in the name(s) of, and deliver said check and/or return
certificate(s) to, the person(s) so indicated. Stockholders tendering the Shares
by book-entry transfer may request that any Shares not accepted for payment be
returned by crediting such account maintained at such Book-Entry Transfer
Facility as such stockholder may designate by making an appropriate entry under
"Special Payment Instructions." The undersigned recognizes that the Purchaser
has no obligation pursuant to the "Special Payment Instructions" to transfer any
Shares from the name(s) of the registered holder(s) thereof if the Purchaser
does not accept for payment any such Shares.
5
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares accepted for payment and/or
the check for the purchase price of the Shares purchased are to be issued in the
name of someone other than the undersigned, or if the Shares tendered by
book-entry transfer which are not purchased are to be returned by credit to an
account maintained at the Book-Entry Transfer Facility other than that
designated on the front cover:
Issue check and/or certificate to:
Name(s):
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(PLEASE PRINT)
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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 ON BACK COVER)
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(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares accepted for payment and/or
the check for the purchase price of the Shares purchased are to be sent to
someone other than the undersigned, or to the undersigned at an address other
than that shown on the front cover:
Mail check and/or certificate 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 ON BACK COVER)
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(ACCOUNT NUMBER)
SIGN HERE
6
(PLEASE COMPLETE SUBSTITUTE FORM W-9 AT THE END OF THIS DOCUMENT)
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Signature(s) of Owner(s)
Dated:
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(Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
Share 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 trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the necessary information.
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)
Daytime Area Code and Telephone Number:
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Tax Identification or Social Security No.:
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(See Substitute Form W-9 at the end of this Document)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
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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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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee on this Amended and Restated
Letter of Transmittal is required (i) if this Amended and Restated Letter of
Transmittal is signed by the registered holder(s) of the Shares (which term, for
purposes of this document, shall include any participant in the Book-Entry
Transfer Facility's system whose name appears on a security position listing as
the owner of the Shares) tendered herewith, and such registered holder(s) has
not completed the box entitled "Special Payment Instructions" or (ii) 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
member in good standing of the Securities Transfer Agents Medallion Program, the
New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (an "Eligible Institution"). In all other cases, all
signatures on this Amended and Restated Letter of Transmittal must be guaranteed
by an Eligible Institution. See Instruction 5.
2. Delivery of Amended and Restated Letter of Transmittal and Certificates. This
Amended and Restated Letter of Transmittal is to be used either if the
certificate(s) for Shares are to be forwarded herewith or, unless an "agent's
message" (as defined in the Amended Offer to Purchase) is utilized, or if
tenders are to be made pursuant to the procedures for tender by book-entry
transfer set forth in Section 2 of the Amended Offer to Purchase. Certificates
for Shares, or timely confirmation (a "Book-Entry Confirmation") of a book-entry
transfer of such Shares into the Depositary's account at the Book-Entry Transfer
Facility, as well as this Amended and Restated Letter of Transmittal (or an
originally signed facsimile copy thereof), properly completed and duly executed,
with any required signature guarantees, or an agent's message in the case of a
book-entry transfer, and any other documents required by this Amended and
Restated Letter of Transmittal, must be received by the Depositary at its
address set forth on this Amended and Restated Letter of Transmittal on or prior
to the Expiration Date. If certificates for Shares are forwarded to the
Depositary in multiple deliveries, a properly completed and duly executed
Amended and Restated Letter of Transmittal must accompany each such delivery and
tender. Stockholders 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 complete the procedures
for delivery by book-entry transfer on a timely basis may tender their Shares by
properly completing and duly executing an Amended and Restated Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in
Section 2 of the Amended Offer to Purchase. Pursuant to such procedures: (i)
such tender must be made by or through an Eligible Institution; (ii) a properly
completed and duly executed Amended and Restated Notice of Guaranteed Delivery,
substantially in the form made available by the Purchaser, must be received by
the Depositary prior to the Expiration Date; and (iii) the certificates for all
Shares (or a Book-Entry Confirmation) representing all tendered Shares, in
proper form for transfer together with a properly completed and duly executed
Amended and Restated Letter of Transmittal (or facsimile thereof), with any
required signature guarantees (or, in the case of a book-entry delivery, an
agent's message) and any other documents required by this Amended and Restated
Letter of Transmittal, must be received by the Depositary within three Nasdaq
National Market trading days after the date of execution of such Amended and
Restated Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF CERTIFICATES FOR SHARES, THIS AMENDED AND RESTATED
LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND SOLE RISK OF
THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE 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 RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. All
tendering stockholders, by execution of this Amended and Restated Letter of
Transmittal (or facsimile thereof), waive any right to receive any notice of the
acceptance of their Shares for payment.
8
3. Inadequate Space. If the space provided herein is inadequate, the certificate
numbers and/or the number of Shares and any other required information should be
listed on a separate schedule attached hereto and separately signed on each page
thereof in the same manner as this Amended and Restated Letter of Transmittal is
signed.
4. Partial Tenders (Not Applicable to Stockholders Who Tender By Book-Entry
Transfer). If fewer than all the Shares evidenced by any certificate(s)
submitted are to be tendered, fill in the number of Shares which are to be
tendered in the box entitled "Number of Shares Tendered." All Shares represented
by certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. Signatures on Amended and Restated Letter of Transmittal, Stock Powers and
Endorsements. If this Amended and Restated Letter of Transmittal is signed by
the registered holder(s) of the Shares tendered hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the certificate(s)
without alteration, enlargement or any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Amended and Restated Letter of
Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Amended and Restated Letters of Transmittal as there are different registrations
of certificates.
If this Amended and Restated Letter of Transmittal or any certificates or stock
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Purchaser of their authority so to act must
be submitted.
If this Amended and Restated 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 is to be made
to, or certificates for Shares not tendered or purchased are to be issued in the
name of, a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Amended and Restated Letter of Transmittal is signed by a person other
than the registered owner(s) of the Shares listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered holder(s) appear(s) on the
certificates. Signatures on such certificates or stock powers must be guaranteed
by an Eligible Institution.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6, the
Purchaser will pay or cause to be paid any 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 Amended and Restated 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 certificate(s) listed in this Amended and
Restated Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in the
name of, and/or certificates for unpurchased Shares are to be returned to, a
person other than the signer of this Amended and Restated Letter of Transmittal
or if a check is to be sent and/or such certificates are to be returned to
someone other than the signer of this Amended and Restated Letter of Transmittal
or to an address other than that shown in the Amended and Restated Letter of
Transmittal, the appropriate boxes on this Amended and Restated Letter of
Transmittal should be completed.
8. Waiver of Conditions. The conditions of the Offer may be waived by the
Purchaser, in whole or in part, at any time and from time to time in its sole
discretion.
9
9. Backup Withholding; Substitute Form W-9. Under U.S. federal income tax law, a
stockholder whose tendered Shares are accepted for payment is required to
provide the Depositary with such stockholder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 below. If the Depositary is not provided
with the correct TIN, the Internal Revenue Service may subject the stockholder
or other payee to penalties. In addition, payments that are made to such
stockholder or other payee with respect to Shares purchased to the Offer may be
subject to 30.5% backup withholding if payments are received in 2001 or 30%
backup withholding if payments are received in 2002.
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, the stockholder must submit 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. A Form
W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding can be obtained from the Depositary. 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 the
applicable percentage (described above) of any such payments made to the
stockholder or other payee. 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.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold the applicable percentage (described above) of all payments made prior
to the time a properly certified TIN is provided to the Depositary.
The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of Shares
or of the last transferee appearing on the transfers attached to, or endorsed
on, 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 as well as your tax consultant.
10. Requests For Assistance or Additional Copies. Requests for assistance may be
directed to the Information Agent at the address or telephone numbers set forth
below. Requests for additional copies of the Amended Offer to Purchase and this
Amended and Restated Letter of Transmittal may be directed to the Information
Agent or to brokers, dealers, commercial banks or trust companies.
11. Lost, Destroyed or Stolen Certificates. If any certificate(s) representing
the Shares has been lost, destroyed or stolen, the stockholder should promptly
notify the Depositary at (303) 986-5400. The stockholder will then be instructed
as to the steps that must be taken in order to replace the certificate(s). THIS
AMENDED AND RESTATED LETTER OF TRANSMITTAL AND RELATED DOCUMENTS CANNOT BE
PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST OR DESTROYED CERTIFICATES HAVE
BEEN FOLLOWED AND A NEW CERTIFICATE HAS BEEN ISSUED.
IMPORTANT: THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL OR AN AGENT'S MESSAGE
TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER OR THE AMENDED
AND RESTATED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS MUST
BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
10
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
(SEE INSTRUCTION 9)
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PAYER'S NAME: COMPUTERSHARE TRUST COMPANY, INC.
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PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number OR
SUBSTITUTE RIGHT AND CERTIFY BY SIGNING AND DATING Employer ID Number
BELOW.
FORM W-9 --------------------------------
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PART 2
DEPARTMENT OF For Payees Exempt From Backup Withholding Please
THE TREASURY Write "Exempt" here (See enclosed Guidelines)
INTERNAL ----------------------------------------------------------------------------------
REVENUE SERVICE PART 3
Please check the box at right if you have applied
for, and are awaiting receipt of, your taxpayer
identification number. [ ]
CERTIFICATIONS --
Under penalties of perjury, I certify that:
(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: (a) I am exempt from backup withholding,
or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to
backup withholding.
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PAYER'S REQUEST FOR CERTIFICATION INSTRUCTIONS -- You must cross out
TAXPAYER IDENTIFICATION item (2) above if you have been notified by the
NUMBER ("TIN") IRS that you are currently subject to backup
withholding because of underreporting interest
or dividends on your tax return. If, after
being notified by the IRS that you were subject
to backup withholding, you received another
notification from IRS that you are no longer
subject to backup withholding, do not cross out
item (2) above.
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Signature: Date:
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30.5% (FOR PAYMENTS RECEIVED IN 2001) OR 30% (FOR
PAYMENTS RECEIVED IN 2002) 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 ARE AWAITING YOUR TIN.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION
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 Office 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 by the time of payment, 30.5% (for
payments received in 2001) or 30% (for payments received in 2002) of all
reportable payments made to me will be withheld until I provide a Taxpayer
Identification Number.
Signature: Date:
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Questions and requests for assistance may be directed to the Information Agent
at its address and telephone numbers listed below. Additional copies of the
Amended Offer to Purchase, the Amended and Restated Letter of Transmittal
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and other tender offer materials may be obtained from the Information Agent as
set forth below, and will be furnished promptly at the Purchaser's expense. You
may also contact your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
Call Collect (212) 754-8000
Banks and Brokerage Firms Call: (800) 654-2468
Stockholders Please Call: (800) 607-0088
E-mail: UGLY.INFO@morrowco.com
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