Exhibit (a)(1)(B)
Delta and Pine Land Company
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock,
Par Value $0.10 Per Share,
of
Delta and Pine Land Company
Pursuant to the Offer to Purchase up to 1,739,130 Shares
dated April 20, 2005
THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT NEW YORK CITY TIME, ON TUESDAY, MAY 17, 2005, UNLESS THE COMPANY
EXTENDS THE TENDER OFFER.
The depositary for the tender offer is:
Illinois Stock Transfer Company
Telephone: (800) 757-5755 or
(312) 427-2953
Facsimile: (312) 427-2879
Hours: 7:30 a.m. - 4:00 p.m. Central Time
By First Class Mail: By Express Mail or Overnight Courier: By Hand:
209 West Jackson Boulevard, 209 West Jackson Boulevard, 209 West Jackson Boulevard,
Suite 903 Suite 903 Suite 903
Chicago, IL 60606 Chicago, IL 60606 Chicago, IL 60606
Delivery of this letter of transmittal to an address other than the one set
forth above will not constitute a valid delivery. You must deliver this letter
of transmittal to the depositary. Deliveries to Delta and Pine Land Company, a
Delaware corporation ("D&PL"), UBS Securities, LLC (the dealer manager for the
tender offer), or Georgeson Shareholder Communications Inc. (the information
agent for the tender offer) will not be forwarded to the depositary and
therefore will not constitute valid delivery to the depositary. Delivery of the
letter of transmittal and any other required documents to the book-entry
transfer facility will not constitute delivery to the depositary.
You should use this letter of transmittal if you are causing the shares to be
delivered by book-entry transfer to the depositary's account at the Depositary
Trust Company, ("DTC" which is hereinafter referred to as the "book-entry
transfer facility") pursuant to the procedures set forth in Section 3 of the
offer to purchase. Only financial institutions that are participants in the
book-entry transfer facility's system may make book-entry delivery of the
shares.
WHEN TENDERING, YOU MUST SEND ALL PAGES OF THIS LETTER OF TRANSMITTAL
The information agent for the tender offer is:
Georgeson Shareholder
17 State Street, 10th Floor
New York, NY 10004
(800) 561-4184 (Toll Free)
Banks and Brokerage Firms please call: (212) 440-9800
BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF
TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
You should complete this letter of transmittal only if (1) you are also
enclosing certificates for the shares you desire to tender, or (2) you intend to
deliver certificates for such shares under a notice of guaranteed delivery
previously sent to the depositary, or (3) you are delivering shares through a
book-entry transfer into the depositary's account at the book-entry transfer
facility in accordance with Section 3 of the offer to purchase.
If you desire to tender shares in the tender offer, but you cannot deliver the
certificates for your shares and all other required documents to the depositary
by the expiration date (as set forth in the offer to purchase), or cannot comply
with the procedures for book-entry transfer on a timely basis, then you may
tender your shares according to the guaranteed delivery procedures set forth in
Section 3 of the offer to purchase. See Instruction 2. Delivery of the letter of
transmittal and any other required documents to the book-entry transfer facility
does not constitute delivery to the depositary.
DESCRIPTION OF SHARES TENDERED
Certificate(s)
Tendered
(Attach and
Sign
Additional List
if Necessary)
Number of
Name(s) and Address(es) of Registered Holder(s) Shares Number of
(Please Fill in, if Blank, Exactly as Certificate Represented by Shares
Name(s) Appear(s) on Certificate(s)) Number(s)* Certificate(s) Tendered**
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--------------- ------------------ ---------------
--------------- ------------------ ---------------
--------------- ------------------ ---------------
--------------- ------------------ ---------------
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Total Shares
Tendered:
---------------
* Need not complete if shares are delivered by book-entry transfer.
** If you desire to tender fewer than all shares evidenced by any certificate(s)
listed above, please indicate in this column the number of shares you wish to
tender. Otherwise, all shares evidenced by such certificate(s) will be deemed to
have been tendered. See Instruction 4.
Indicate in the box below the order (by certificate number) in which shares are
to be purchased in event of proration (attach additional signed list if
necessary). If you do not designate an order and D&PL purchases less than all
shares tendered due to proration, the depositary will select the shares that
D&PL will purchase. See Instruction 7.
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1st: 2nd: 3rd: 4th: 5th: 6th:
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| | Check here if you are delivering tendered shares pursuant to a notice
of guaranteed delivery that you previously sent to the depositary and
complete the following:
Name(s) of Tendering Stockholder(s):
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Date of Execution of notice of guaranteed delivery:
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Name of Institution that Guaranteed Delivery:
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| | Check here if any certificates evidencing the shares you are tendering
with this letter of transmittal have been lost, stolen, destroyed or
mutilated. If you check this box, you must complete an affidavit of
loss and return it with your letter of transmittal. You should call
Illinois Stock Transfer Company, the depositary for this offer, at
(800) 757-5755 or (312) 427-2953 to get information about the
requirements for replacement. You may be required to post a bond to
secure against the risk that certificates may be subsequently
recirculated. Please call Illinois Stock Transfer Company immediately
to obtain an affidavit of loss and to receive further instructions on
how to proceed, so that the timely processing of this letter of
transmittal will not be impeded. See Instruction 16.
| | Check here if you are a financial institution that is a participating
institution in the book-entry transfer facility's system and you are
delivering the tendered shares by book-entry transfer to an account
maintained by the depositary at the book-entry transfer facility, and
complete the following:
Name(s) of Tendering Institution:
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Account Number:
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Transaction Code Number:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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CHECK ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY
BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.
SHARES TENDERED AT PRICE DETERMINED
PURSUANT TO THE TENDER OFFER
(SEE INSTRUCTION 5)
| | The undersigned wants to maximize the chance of having D&PL purchase
all shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE
PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing
to accept the purchase price determined by D&PL pursuant to the terms
of the tender offer (the "Purchase Price"). This action could result in
receiving a price per share as low as $25.00.
- OR -
SHARES TENDERED AT PRICE DETERMINED
BY STOCKHOLDER
(SEE INSTRUCTION 5)
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby tenders shares at the price checked. This action could result in none of
such shares being purchased if the Purchase Price is less than the price checked
below. A stockholder who desires to tender shares at more than one price must
complete a separate letter of transmittal for each price at which the
stockholder tenders shares. You cannot tender the same shares at more than one
price, unless you have previously validly withdrawn those shares tendered at a
different price in accordance with Section 4 of the offer to purchase.
Price (in Dollars) Per Share at Which Shares Are Being Tendered
|_| $25.00 |_| $26.00 |_| $27.00 |_| $28.00
|_| $25.25 |_| $26.25 |_| $27.25 |_| $28.25
|_| $25.50 |_| $26.50 |_| $27.50 |_| $28.50
|_| $25.75 |_| $26.75 |_| $27.75 |_| $28.75
You WILL NOT have validly tendered your shares
unless you check ONE AND ONLY ONE BOX ON THIS PAGE.
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ODD LOTS
(See Instruction 6)
To be completed only if shares are being tendered by or on behalf of a person
owning, beneficially or of record, an aggregate of fewer than 100 shares.
On the date hereof, the undersigned either (check ONE box):
|_| is the beneficial or record owner of an aggregate of fewer than
100 shares and is tendering all of those shares; or
|_| is a broker, dealer, commercial bank, trust company or other
nominee that (i) is tendering, for the beneficial owner(s)
thereof, shares with respect to which it is the record holder,
and (ii) believes, based upon representations made to it by such
beneficial owner(s), that each such person was the beneficial
owner of an aggregate of fewer than 100 shares and is tendering
all of such shares.
In addition, the undersigned is tendering shares (check ONE box):
|_| at the Purchase Price, which will be determined by D&PL in
accordance with the terms of the tender offer (persons checking
this box should check the box under the heading "Shares Tendered
at Price Determined Pursuant to the Tender Offer"); or
|_| at the price per share indicated under the heading "Shares
Tendered at Price Determined by Stockholder."
________________________________________________________________________________
CONDITIONAL TENDER
(See Instruction 11)
A tendering stockholder may condition his or her tender of shares upon D&PL
purchasing a specified minimum number of the shares tendered, as described in
Section 6 of the offer to purchase. Unless D&PL purchases at least the minimum
number of shares you indicate below pursuant to the terms of the tender offer,
D&PL will not purchase any of the shares tendered below. It is the tendering
stockholder's responsibility to calculate that minimum number, and we urge each
stockholder to consult his or her own tax advisor in doing so. Unless you check
the box immediately below and specify, in the space provided, a minimum number
of shares that D&PL must purchase from you if D&PL purchases any shares from
you, D&PL will deem your tender unconditional.
|_| The minimum number of shares that D&PL must purchase from me if
D&PL purchases any shares from me, is: ________________ shares.
If, because of proration, D&PL will not purchase the minimum number of shares
from you that you designate, D&PL may accept conditional tenders by random lot,
if necessary. However, to be eligible for purchase by random lot, the tendering
stockholder must have tendered all of his or her shares. To certify that you are
tendering all of the shares you own, check the box below.
|_| The tendered shares represent all shares held by the undersigned.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 9 and 10) (See Instructions 1 and 10)
Complete this box ONLY if the check for the aggregate Complete this box ONLY if the check for the aggregate
Purchase Price of shares purchased (less the amount of Purchase Price of shares purchased (less the amount of
any federal income or backup withholding tax required any federal income or backup withholding tax required
to be withheld) and/or certificate(s) for shares not to be withheld) and/or certificate(s) for shares not
tendered or not purchased are to be issued in the name of tendered or not purchased are to be mailed to someone
someone other than the undersigned, or if shares other than the undersigned or to the undersigned at an
tendered hereby and delivered by book-entry transfer address other than that shown below the undersigned's
which are not purchased are to be returned by crediting signature(s).
them to an account at the book-entry transfer facility
other than the account designated above.
Issue to: Deliver to:
Name: Name:
- --------------------------------------------------------- --------------------------------------------------------
(Please Print) (Please Print)
Address: Address:
- --------------------------------------------------------- --------------------------------------------------------
- --------------------------------------------------------- --------------------------------------------------------
- --------------------------------------------------------- --------------------------------------------------------
(Include Zip Code) (Include Zip Code)
- ---------------------------------------------------------
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9 Included Herewith)
CHECK and COMPLETE IF APPLICABLE:
|_| Credit shares delivered by book-entry transfer
and not purchased to the account set forth
below:
Account Number:
- ----------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------------
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Note: Signatures Must be Provided on the Page Below Captioned "Stockholder(s)
Sign Here". If You Want to Tender Your Shares, Please Read the
Accompanying Instructions Carefully.
To Illinois Stock Transfer Company:
The undersigned hereby tenders to D&PL the above-described shares of D&PL's
common stock, par value $0.10 per share. The tender of the shares is being made
at the price per share indicated in this letter of transmittal, net to the
seller in cash, without interest, on the terms and subject to the conditions set
forth in this letter of transmittal and in D&PL's offer to purchase, dated April
20, 2005, receipt of which is hereby acknowledged.
Subject to and effective upon acceptance for payment of, and payment for,
shares tendered with this letter of transmittal in accordance with the terms of
the tender offer (including, if the offer is extended or amended, the terms and
conditions of the extension or amendment), the undersigned hereby (1) sells,
assigns and transfers to or upon the order of D&PL all right, title and interest
in and to all of the shares tendered hereby which are so accepted and paid for;
(2) orders the registration of any shares tendered by book-entry transfer that
are purchased under the tender offer to or upon the order of D&PL; and (3)
appoints the depositary as attorney-in-fact of the undersigned with respect to
such shares, with the full knowledge that the depositary also acts as the agent
of D&PL, with full power of substitution (such power of attorney being an
irrevocable power coupled with an interest), to perform the following functions:
(a) deliver certificates for shares, or transfer ownership of such shares
on the account books maintained by the book-entry transfer facility, together in
either such case with all accompanying evidences of transfer and authenticity,
to or upon the order of D&PL, upon receipt by the depositary, as the
undersigned's agent, of the Purchase Price with respect to such shares;
(b) present certificates for such shares for cancellation and transfer on
D&PL's books; and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such shares, subject to the next paragraph, all in accordance with
the terms of the tender offer.
The undersigned understands that D&PL will, upon the terms and subject to
the conditions of the tender offer, determine a single per share price, not
greater than $28.75 nor less than $25.00 per share (the "Purchase Price"), which
it will pay for shares validly tendered and not validly withdrawn pursuant to
the tender offer, after taking into account the number of shares so tendered and
the prices specified by tendering stockholders. The undersigned understands that
D&PL will select the lowest purchase price that will allow it to purchase
1,739,130 shares or, if a lesser number of shares is validly tendered and not
validly withdrawn, all such shares that are validly tendered and not validly
withdrawn. The undersigned further understands that D&PL reserves the right to
purchase more than 1,739,130 shares pursuant to the tender offer, subject to
certain limitations and legal requirements as set forth in the tender offer.
D&PL will purchase all shares validly tendered at or below the Purchase Price
and not validly withdrawn, subject to the conditions of the tender offer and the
"odd lot" priority, proration and conditional tender provisions described in the
offer to purchase. The undersigned understands that all stockholders whose
shares are purchased by D&PL will receive the same Purchase Price for each share
purchased in the tender offer. Shares tendered at prices in excess of the
Purchase Price that is determined by D&PL and shares not purchased because of
proration or conditional tenders will be returned.
The undersigned hereby covenants, represents and warrants to D&PL that:
(a) the undersigned has a net long position in the shares or equivalent
securities at least equal to the number of shares being tendered within the
meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and is tendering the shares in compliance with Rule 14e-4 under
the Exchange Act;
(b) the undersigned has full power and authority to tender, sell, assign
and transfer the shares tendered hereby;
7
(c) when and to the extent D&PL accepts the shares for purchase, D&PL will
acquire good and marketable title to them, free and clear of all security
interests, liens, restrictions, claims, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or transfer, and the
shares will not be subject to any adverse claims or rights;
(d) the undersigned will, upon request, execute and deliver any additional
documents deemed by the depositary or D&PL to be necessary or desirable to
complete the sale, assignment and transfer of the shares tendered hereby and
accepted for purchase; and
(e) the undersigned agrees to all of the terms of the tender offer.
The undersigned understands that tendering of shares under any one of the
procedures described in Section 3 of the offer to purchase and in the
Instructions to this letter of transmittal will constitute a binding agreement
between the undersigned and D&PL upon the terms and subject to the conditions of
the tender offer. The undersigned acknowledges that under no circumstances will
D&PL pay interest on the Purchase Price.
The undersigned recognizes that under certain circumstances set forth in
the offer to purchase, D&PL may terminate or amend the tender offer; or may
postpone the acceptance for payment of, or the payment for, shares tendered, or
may accept for payment fewer than all of the shares tendered hereby. The
undersigned understands that certificate(s) for any shares not tendered or not
purchased will be returned to the undersigned at the address indicated above.
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates representing shares tendered hereby. The certificate numbers, the
number of shares represented by such certificates, and the number of shares that
the undersigned wishes to tender, should be set forth in the appropriate boxes
above. The price at which the shares are being tendered should be indicated in
the appropriate box above.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the aggregate Purchase Price of any shares purchased (less
the amount of any federal income or backup withholding tax required to be
withheld), and/or return any shares not tendered or not purchased, in the
name(s) of the undersigned or, in the case of shares tendered by book-entry
transfer, by credit to the account at the book-entry transfer facility
designated above. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the aggregate Purchase Price of any
shares purchased (less the amount of any federal income or backup withholding
tax required to be withheld), and any certificates for shares not tendered or
not purchased (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
the "Special Payment Instructions" and the "Special Delivery Instructions" are
completed, please issue the check for the aggregate Purchase Price of any shares
purchased (less the amount of any federal income or backup withholding tax
required to be withheld) and/or return any shares not tendered or not purchased
in the name(s) of, and mail said check and any certificates to, the person(s) so
indicated.
The undersigned recognizes that D&PL has no obligation, under the Special
Payment Instructions, to transfer any certificate for shares from the name of
its registered holder, or to order the registration or transfer of shares
tendered by book-entry transfer, if D&PL purchases none of the shares
represented by such certificate or tendered by such book-entry transfer.
All authority conferred or agreed to be conferred in this letter of
transmittal shall survive the death or incapacity of the undersigned and any
obligations or duties of the undersigned under this letter of transmittal shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned. Except as stated in the offer to purchase, this tender is
irrevocable.
8
STOCKHOLDER(S) SIGN HERE
(See Instructions 1 and 8)
(Please Complete Substitute Form W-9)
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 person(s) authorized to
become registered holder(s) by share certificates and documents transmitted
herewith. If a signature is by an officer on behalf of a corporation or by an
executor, administrator, trustee, guardian, attorney-in-fact, agent or other
person acting in a fiduciary or representative capacity, please provide full
title and see Instruction 8.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature(s) of Stockholder(s)
Dated: , 2005
-----------------
Name(s)
- --------------------------------------------------------------------------------
(Please Print)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please Include Zip Code
(Area Code) Telephone Number:
- --------------------------------------------------------------------------------
Taxpayer Identification or
Social Security No.:
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(If Required, See Instructions 1 and 8)
Authorized Signature:
- --------------------------------------------------------------------------------
Name(s):
- --------------------------------------------------------------------------------
Name of Firm:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
Address Line 2:
- --------------------------------------------------------------------------------
(Area Code) Telephone No.:
- --------------------------------------------------------------------------------
Dated: , 2005
--------------------------
9
YOU MUST COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 BELOW. Please provide your
social security number or other taxpayer identification number ("TIN") and
certify that you are not subject to backup withholding
________________________________________________________________________________
SUBSTITUTE FORM W-9
Department of the Treasury Internal Revenue Service
Payer's Request for TIN and Certification
________________________________________________________________________________
Name:
________________________________________________________________________________
Please check the appropriate box indicating your status:
|_| Individual/Sole proprietor |_| Corporation |_| Partnership |_| Other
|_| Exempt from backup withholding
________________________________________________________________________________
Address (number, street, and apt or suite no.)
________________________________________________________________________________
City, state, and ZIP code
Part I Taxpayer Identification Number ("TIN")
________________________________________________________________________________
PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE
LINE AT THE RIGHT. For most individuals, this ______________________
is your social security number. If you do not have Social Security Number
a number, see the enclosed Guidelines for Certification OR
of Taxpayer Identification Number on Substitute Form W-9.
If you are awaiting a TIN, write "Applied For" in this _______________________
Part I, complete the "Certificate of Awaiting Taxpayer Employer Identification
Identification Number" below and see "IMPORTANT TAX Number
INFORMATION."
________________________________________________________________________________
Part II Certification
________________________________________________________________________________
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 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, and
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions -- You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.
The IRS does not require your consent to any provision of this document other
than the certifications required to avoid backup
withholding.
________________________________________________________________________________
Sign Signature of
Here U.S. Person -> Date ->
________________________________________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE TENDER
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS, AND PLEASE
SEE "IMPORTANT TAX INFORMATION."
COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE "APPLIED FOR"
INSTEAD OF A TIN ON THE SUBSTITUTE FORM W-9.
________________________________________________________________________________
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
________________________________________________________________________________
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a TIN 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 TIN by the time of
payment, 28% of all reportable payments made to me will be withheld.
________________________________________________________________________________
Sign Signature of
Here U.S. Person -> Date ->
________________________________________________________________________________
10
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS OF THE TENDER OFFER
1. Guarantee of Signatures. Except as otherwise provided in this Instruction,
all signatures on this letter of transmittal must be guaranteed by a financial
institution that is a participant in an acceptable medallion guarantee program
or a bank, broker, dealer, credit union, savings association or other entity
which is an "eligible guarantor institution" as such term is defined in Rule
17Ad-15 under the Exchange Act (an "Eligible Institution"). Signatures on this
letter of transmittal need not be guaranteed if either (a) this letter of
transmittal is signed by the registered holder(s) of the shares (which term, for
purposes of this letter of transmittal, shall include any participant in the
book-entry transfer facility whose name appears on a security position listing
as the owner of shares) tendered herewith and such holder(s) have not completed
either the box entitled "Special Payment Instructions" or "Special Delivery
Instructions" in this letter of transmittal; or (b) such shares are tendered for
the account of an Eligible Institution. See Instruction 8. You may also need to
have any certificates you deliver endorsed or accompanied by a stock power, and
the signatures on these documents may also need to be guaranteed. See
Instruction 8.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. You should complete this letter of transmittal only if you are (a)
forwarding certificates with this letter of transmittal, (b) going to deliver
certificates under a notice of guaranteed delivery previously sent to the
depositary, or (c) causing the shares to be delivered by book-entry transfer
pursuant to the procedures set forth in Section 3 of the offer to purchase. In
order for you to validly tender shares, the depositary must receive certificates
for all physically tendered shares, or a confirmation of a book-entry transfer
of all shares delivered electronically into the depositary's account at the
book-entry transfer facility, together in each case with a properly completed
and duly executed letter of transmittal, or an Agent's Message in connection
with book-entry transfer, and any other documents required by this letter of
transmittal, at one of its addresses set forth in this letter of transmittal by
the expiration date (as defined in the offer to purchase).
The term "Agent's Message" means a message transmitted by the book-entry
transfer facility to, and received by, the depositary, which states that the
book-entry transfer facility has received an express acknowledgment from the
participant in the book-entry transfer facility tendering the shares that the
participant has received and agrees to be bound by the terms of the letter of
transmittal, and that D&PL may enforce this agreement against the participant.
Guaranteed Delivery. If you cannot deliver your shares and all other
required documents to the depositary by the expiration date, or the procedure
for book-entry transfer cannot be completed on a timely basis, you may tender
your shares, pursuant to the guaranteed delivery procedure described in Section
3 of the offer to purchase, by or through any Eligible Institution. To comply
with the guaranteed delivery procedure, you must (1) properly complete and duly
execute a notice of guaranteed delivery substantially in the form provided to
you by D&PL, specifying the price at which you are tendering your shares,
including (where required) a Guarantee by an Eligible Institution in the form
set forth in the notice of guaranteed delivery; (2) arrange for the depositary
to receive the notice of guaranteed delivery by the expiration date; and (3)
ensure that the depositary receives the certificates for all physically tendered
shares or book-entry confirmation of electronic delivery of shares, as the case
may be, together with a properly completed and duly executed letter of
transmittal with any required signature guarantees or an Agent's Message in
connection with book-entry transfer, and all other documents required by this
letter of transmittal, within three New York Stock Exchange, Inc. trading days
after receipt by the depositary of such notice of guaranteed delivery, all as
provided in Section 3 of the offer to purchase.
The notice of guaranteed delivery may be delivered by hand, facsimile
transmission or mail to the depositary and must include, if necessary, a
guarantee by an Eligible Institution in the form set forth in such notice. For
shares to be tendered validly under the guaranteed delivery procedure, the
depositary must receive the notice of guaranteed delivery before the expiration
date.
The method of delivery of all documents, including certificates for shares,
is at the option and risk of the tendering stockholder. If you choose to deliver
the documents by mail, we recommend that you use registered mail with return
receipt requested, properly insured. In all cases, please allow sufficient time
to assure timely delivery.
11
Except as specifically permitted by Section 6 of the offer to purchase,
D&PL will not accept any alternative, conditional or contingent tenders, nor
will it purchase any fractional shares. By executing this letter of transmittal,
you waive any right to receive any notice of the acceptance for payment of your
tendered shares.
3. Inadequate Space. If the space provided in the box captioned "Description of
Shares Tendered" is inadequate, then you should list the certificate numbers,
the number of shares represented by the certificate(s) and the number of shares
tendered with respect to each certificate on a separate signed schedule attached
to this letter of transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to stockholders who
tender by book-entry transfer.) If you wish to tender (i.e., offer to sell)
fewer than all of the shares evidenced by any certificate(s) that you deliver to
the depositary, fill in the number of shares that you wish to tender (i.e.,
offer for sale) in the column entitled "Number of Shares Tendered." In this
case, if D&PL purchases any of the shares that you tender, D&PL will issue to
you a new certificate for the unpurchased shares. The new certificate will be
sent to the registered holder(s) as promptly as practicable after the expiration
date. Unless you indicate otherwise, all shares represented by the
certificate(s) listed and delivered to the depositary will be deemed to have
been tendered. In the case of shares tendered by book-entry transfer at the
book-entry transfer facility, any tendered but unpurchased shares will be
credited to the appropriate account maintained by the tendering stockholder at
the book-entry transfer facility. In each case, shares will be returned or
credited without expense to the stockholder.
5. Indication of Price at Which Shares are Being Tendered. In order to validly
tender your shares by this letter of transmittal, you must either
a. check the box under "SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE
TENDER OFFER" in order to maximize the chance of having D&PL purchase all of the
shares that you tender (subject to the possibility of proration); OR
b. check one of the boxes indicating the price per share at which you are
tendering shares in the section entitled "SHARES TENDERED AT PRICE DETERMINED BY
STOCKHOLDER."
YOU MUST CHECK ONE, AND ONLY ONE, BOX. If you check more than one box or no
boxes, then you will be deemed not to have validly tendered your shares. If you
wish to tender portions of your different share holdings at different prices,
you must complete a separate letter of transmittal for each price at which you
wish to tender each such portion of your share holdings. You cannot tender the
same shares at more than one price (unless, prior to tendering previously
tendered shares at a new price, you validly withdrew those shares in accordance
with Section 4 of the offer to purchase).
By checking the box under "Shares Tendered at Price Determined Pursuant to
the Tender Offer" you agree to accept the Purchase Price resulting from the
tender offer process, which may be as low as $25.00 or as high as $28.75 per
share. By checking a box under "Shares Tendered at Price Determined by
Stockholder," you acknowledge that doing so could result in none of the shares
you tender being purchased if the Purchase Price for the shares turns out to be
less than the price you selected.
6. Odd Lots. As described in Section 1 of the offer to purchase, if D&PL
purchases fewer than all shares properly tendered before the expiration date and
not properly withdrawn, D&PL will first purchase all shares tendered by any
stockholder who (a) owns, beneficially or of record, an aggregate of fewer than
100 shares, and (b) tenders all of his or her shares at or below the Purchase
Price. You will only receive this preferential treatment if you own fewer than
100 shares and tender ALL of the shares you own at or below the Purchase Price.
Even if you otherwise qualify for "odd lot" preferential treatment, you will not
receive such preference unless you complete the section entitled "Odd Lots" in
this letter of transmittal.
7. Order of Purchase in the Event of Proration. As described in Section 1 of the
offer to purchase, stockholders may specify the order in which their shares are
to be purchased in the event that, as a result of proration or otherwise, D&PL
purchases some but not all of the tendered shares pursuant to the terms of the
tender offer. The order of purchase may have an effect on the federal income tax
treatment of any gain or loss on the shares that D&PL purchases. See Sections 1,
6 and 14 of the offer to purchase.
12
8. Signatures on Letter of Transmittal, Stock Powers and Endorsements.
a. Exact Signatures. If this letter of transmittal is signed by the
registered holder(s) of the shares tendered hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the certificate(s)
without any change whatsoever.
b. Joint Holders. If the shares are registered in the names of two or more
persons, ALL such persons must sign this letter of transmittal.
c. Different Names on Certificates. If any tendered shares are registered
in different names on several certificates, you must complete, sign and submit
as many separate letters of transmittal as there are different registrations of
certificates.
d. Endorsements. If this letter of transmittal is signed by the registered
holder(s) of the shares tendered hereby, no endorsements of certificate(s)
representing such shares or separate stock powers are required unless payment of
the Purchase Price is to be made, or the certificates for shares not tendered or
tendered but not purchased are to be issued, to a person other than the
registered holder(s). Signature(s) on any such certificate(s) 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 tendered hereby, or if payment is to be made
to a person other than the registered holder(s), the certificate(s) for the
shares must be endorsed or accompanied by appropriate stock powers, in either
case, signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s) for such shares, and the signature(s) on such certificates or
stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1.
If this letter of transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or any other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and must submit to the
depositary evidence satisfactory to D&PL that such person has authority so to
act.
9. Stock Transfer Taxes. Except as provided in this Instruction 9, no stock
transfer tax stamps or funds to cover such stamps need to accompany this letter
of transmittal. D&PL will pay or cause to be paid any stock transfer taxes
payable on the transfer to it of shares purchased under the tender offer. If,
however:
a. payment of the Purchase Price is to be made to any person other than the
registered holder(s);
b. certificate(s) for shares not tendered or tendered but not purchased are
to be returned in the name of and to any person other than the registered
holder(s) of such shares; OR
c. tendered certificates are registered in the name of any person(s) other
than the person(s) signing this letter of transmittal,
then the depositary will deduct from the Purchase Price the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such other
person(s) or otherwise) payable on account of the transfer of cash or stock
thereby made to such person, unless satisfactory evidence of the payment of such
taxes or an exemption from them is submitted with this letter of transmittal.
10. Special Payment and Delivery Instructions. If any of the following
conditions holds:
a. check(s) for the Purchase Price of any shares purchased pursuant to the
tender offer are to be issued to a person other than the person(s) signing this
letter of transmittal; or
b. check(s) for the Purchase Price are to be sent to any person other than
the person signing this letter of transmittal, or to the person signing this
letter of transmittal, but at a different address; or
13
c. certificates for any shares not tendered, or tendered but not purchased,
are to be returned to and in the name of a person other than the person(s)
signing this letter of transmittal,
then, in each such case, you must complete the boxes captioned "Special Payment
Instructions" and/or "Special Delivery Instructions" as applicable in this
letter of transmittal and make sure that the signatures herein are guaranteed as
described in Instructions 1 and 8.
11. Conditional Tenders. As described in Sections 1 and 6 of the offer to
purchase, stockholders may condition their tenders on D&PL purchasing all of
their shares, or specify a minimum number of shares that D&PL must purchase for
the tender of any of their shares to be effective. If you wish to make a
conditional tender you must indicate this choice in the box entitled
"Conditional Tender" in this letter of transmittal or, if applicable, the notice
of guaranteed delivery; and you must calculate and appropriately indicate, in
the space provided, the minimum number of shares that D&PL must purchase if D&PL
purchases any shares.
As discussed in Sections 1 and 6 of the offer to purchase, proration may
affect whether D&PL accepts conditional tenders. Proration may result in all of
the shares tendered pursuant to a conditional tender being deemed to have been
withdrawn, if D&PL could not purchase the minimum number of shares required to
be purchased by the tendering stockholder due to proration. If, because of
proration, D&PL will not purchase the minimum number of shares that you
designate, D&PL may accept conditional tenders by random lot, if necessary.
However, to be eligible for purchase by random lot, you must have tendered all
of your shares and must have checked the box so indicated. Upon selection by
random lot, if any, D&PL will limit its purchase in each case to the designated
minimum number of shares.
If you are an "odd lot" holder and you tender all of your shares, you
cannot conditionally tender such shares, since these shares will not be subject
to proration.
All tendered shares will be deemed unconditionally tendered unless the
"Conditional Tender" box is checked and appropriately completed. When deciding
whether to tender shares conditionally, we urge each stockholder to consult his
or her own tax advisor.
12. Tax Identification Number and Backup Withholding. Under the federal income
tax laws, the depositary will be required to withhold 28% of the amount of any
payments made to certain stockholders pursuant to the tender offer. In order to
avoid such backup withholding, each tendering stockholder that is a U.S. person
(including a U.S. resident alien) must provide the depositary with such
stockholder's correct taxpayer identification number by completing the
Substitute Form W-9 set forth below.
In general, if a stockholder is an individual, the taxpayer identification
number is the social security number of such individual. If the depositary is
not provided with the correct taxpayer identification number, the stockholder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
payments that are made to such stockholder pursuant to the tender offer may be
subject to backup withholding. Certain stockholders (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. In order to satisfy the
depositary that a foreign individual qualifies as an exempt recipient, such
stockholder must submit an IRS Form W-8, signed under penalties of perjury,
attesting to that individual's exempt status. You can obtain such statements
from the depositary.
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if shares are held in more than one name), consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
shares to be deemed invalidly tendered, but may require the depositary to
withhold 28% of the amount of any payments made pursuant to the tender offer.
Backup withholding is not an additional federal income tax. Rather, the federal
income tax liability of a person subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an overpayment of
taxes, the taxpayer may obtain a refund, provided that the required information
is furnished to the Internal Revenue Service.
14
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Unless D&PL determines that a reduced rate of withholding is applicable
pursuant to a tax treaty or that an exemption from withholding is applicable
because gross proceeds paid pursuant to the tender offer are effectively
connected with the conduct of a trade or business within the United States, D&PL
will be required to withhold federal income tax at a rate of 30% from such gross
proceeds paid to a foreign stockholder or his agent. For this purpose, a foreign
stockholder is any stockholder that is not (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States, (iii) a trust whose
administration is subject to the primary supervision of a U.S. court and which
has one or more U.S. persons who have the authority to make all substantial
decisions, or (iv) an estate the income of which is subject to United States
federal income taxation regardless of its source. A foreign stockholder may be
eligible to file for a refund of such tax or a portion of such tax if such
stockholder meets the "complete termination," "substantially disproportionate"
or "not essentially equivalent to a dividend" tests described in the offer to
purchase under the caption "The Tender Offer--14. U.S. Federal Income Tax
Consequences" or if such stockholder is entitled to a reduced rate of
withholding pursuant to a treaty and D&PL withheld at a higher rate.
In order to obtain a reduced rate of withholding under a tax treaty, a
foreign stockholder must deliver to the depositary, before the payment, a
properly completed and executed statement claiming such an exemption or
reduction. A stockholder can obtain such statements from the depositary. In
order to claim an exemption from withholding on the grounds that gross proceeds
paid pursuant to the tender offer are effectively connected with the conduct of
a trade or business within the United States, a foreign stockholder must deliver
to the depositary a properly executed statement claiming exemption. A
stockholder can obtain such statements from the depositary. We urge foreign
stockholders to consult their own tax advisors regarding the application of
federal income tax withholding, including eligibility for a withholding tax
reduction or exemption and the refund procedure.
13. Irregularities. D&PL will determine in its sole discretion all questions as
to the Purchase Price, the number of shares to accept, and the validity,
eligibility (including time of receipt), and acceptance for payment of any
tender of shares. Any such determinations will be final and binding on all
parties. D&PL reserves the absolute right to reject any or all tenders of shares
it determines not to be in proper form or the acceptance of which or payment for
which may, in the opinion of D&PL, be unlawful. D&PL also reserves the absolute
right to waive any of the conditions of the tender offer and any defect or
irregularity in the tender of any particular shares, and D&PL's interpretation
of the terms of the tender offer, including these instructions, will be final
and binding on all parties. No tender of shares will be deemed to be properly
made until all defects and irregularities have been cured or waived. Unless
waived, any defects or irregularities in connection with tenders must be cured
within such time as D&PL shall determine. None of D&PL, the dealer manager (as
defined in the offer to purchase), the depositary, the information agent (as
defined in the offer to purchase) or any other person is or will be obligated to
give notice of any defects or irregularities in tenders and none of them will
incur any liability for failure to give any such notice.
14. Questions; Requests for Assistance and Additional Copies. Please direct any
questions or requests for assistance or for additional copies of the offer to
purchase, the letter of transmittal or the notice of guaranteed delivery to the
information agent at its telephone number and address set forth on the last page
of this letter of transmittal. You may also contact the dealer manager or your
broker, dealer, commercial bank or trust company for assistance concerning the
tender offer.
15. Stock Option Plans. If you hold vested options in D&PL's stock option plans,
then you may exercise such vested options by paying the cash exercise price and
receiving shares which you may then tender in accordance with the terms of the
tender offer. An exercise of an option cannot be revoked even if shares received
upon exercise thereof and tendered in the offer are not purchased in the offer
for any reason.
16. Lost, Stolen, Destroyed or Mutilated Certificates. If any certificate
representing any shares has been lost, stolen, destroyed or mutilated, you
should notify Illinois Stock Transfer Company, the depositary for this offer, by
calling (800) 757-5755 or (312) 427-2953 and asking for instructions on
15
obtaining replacement certificate(s) at the address specified on the cover of
this letter of transmittal. The depositary will require you to complete an
affidavit of loss and return it to the depositary. You will then be instructed
by the depositary as to the steps you must take in order to replace the
certificate. You may be required to post a bond to secure against the risk that
the certificate may be subsequently recirculated.
We cannot process this letter of transmittal and related documents until
you have followed the procedures for replacing lost, stolen, destroyed or
mutilated certificates. We urge you to contact the depositary immediately in
order to receive further instructions, for a determination as to whether you
will need to post a bond, and to permit timely processing of this documentation.
Important: The depositary must receive this letter of transmittal (together
with certificate(s) for shares or confirmation of book-entry transfer and all
other required documents) or, if applicable, the notice of guaranteed delivery,
before the expiration date.
16
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee (You)
to Give the Payer--Social Security numbers have nine digits separated by two
hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits
separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
Give the name and SOCIAL SECURITY
For this type of account: number of:
- ------------------------- ----------
1. Individual The individuals
2. Two or more individuals (joint account) The actual owner of the account or, if combined funds,
the first individual on the account(1)
3. Custodian account of a minor (Uniform Gift to The minor(2)
Minors Act)
4. a. The usual revocable savings trust (grantor is The grantor-trustee(1)
also trustee)
b. So-called trust account that is not a legal or The actual owner(1)
valid trust under state law
5. Sole proprietorship or single-owner LLC The owner(3)
Give the name and
EMPLOYER
IDENTIFICATION
For this type of account: number of:
- ------------------------- ----------
6. Sole proprietorship or single-member LLC The owner(3)
7. A valid trust, estate or pension trust The legal entity(4)
8. Corporate or LLC electing corporate status on Form 8832 The corporation
9. Association, club, religious, charitable, educational, or other tax-exempt The organization
organization
10. Partnership or multi-member LLC The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture in the name of a public entity The public entity
(such as a state or local government, school district, or prison) that
receives agricultural program payments
___________________________
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a social security number,
that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security
number.
(3) You must show your individual name, but you may also enter your
business or "doing business as" name. You may use either your social
security number or your employer identification number (if you have
one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the taxpayer identification number of the
personal representative or trustee unless the legal entity itself is
not designated in the account title.)
NOTE: If no name is circled when there is more than one name listed, the number
will be considered to be that of the first name listed.
17
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Obtaining a Number
If you do not have a taxpayer identification number, apply for one
immediately. To apply for a SSN, get Form SS-5, Application for a Social
Security Card, from your local Social Security Administration office. Get Form
W-7, Application for IRS Individual Taxpayer Identification Number, to apply for
a TIN, or Form SS-4, Application for Employer Identification Number, to apply
for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800)
TAX-FORM, or from the IRS Web Site at www.irs.gov.
Payees Exempt From Backup Withholding
Payees specifically exempted from backup withholding include:
1. An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section
403(b)(7) if the account satisfies the requirements of Section
401(f)(2).
2. The United States or any of its agencies or instrumentalities.
3. A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities.
4. A foreign government or any of its political subdivisions, agencies or
instrumentalities.
5. An international organization or any of its agencies or
instrumentalities.
Payees that may be exempt from backup withholding include:
6. A corporation.
7. A foreign central bank of issue.
8. A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United
States.
9. A futures commission merchant registered with the Commodity Futures
Trading Commission.
10. A real estate investment trust.
11. An entity registered at all times during the tax year under the
Investment Company Act of 1940.
12. A common trust fund operated by a bank under Section 584(a).
13. A financial institution.
14. A middleman known in the investment community as a nominee or
custodian.
15. A trust exempt from tax under Section 664 or described in Section
4947.
The chart below shows types of payments that may be exempt from backup
withholding. The chart applies to the exempt recipients listed above, 1 through
15.
If the payment is for . . . THEN the payment is exempt for . . .
Interest and dividend payments All exempt recipients except for 9
Broker transactions Exempt recipients 1 through 13. Also, a person registered under the
Investment Advisers Act of 1940 who
regularly acts as a broker.
18
Exempt payees should complete a substitute Form W-9 to avoid possible erroneous
backup withholding. Furnish your taxpayer identification number, check the
appropriate box for your status, check the "Exempt from backup withholding" box,
sign and date the form and return it to the payer. Foreign payees who are not
subject to backup withholding should complete an appropriate Form W-8 and return
it to the payer.
Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer
identification number to payers who must file information returns with the IRS
to report interest, dividends, and certain other income paid to you to the IRS.
The IRS uses the numbers for identification purposes and to help verify the
accuracy of your return and may also provide this information to various
government agencies for tax enforcement or litigation purposes and to cities,
states, and the District of Columbia to carry out their tax laws, and may also
disclose this information to other countries under a tax treaty, or to Federal
and state agencies to enforce Federal nontax criminal laws and to combat
terrorism. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 28% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
Penalties
(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish
your correct taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) Civil Penalty for False Information with Respect to Withholding. If you make
a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
19
The letter of transmittal and certificates for shares and any other required
documents should be sent or delivered by each tendering stockholder or its
broker, dealer, commercial bank, trust company or other nominee to the
depositary at one of its addresses set forth on the cover letter of this letter
of transmittal.
Any questions or requests for assistance or for additional copies of the offer
to purchase, the letter of transmittal or the notice of guaranteed delivery may
be directed to the information agent at the telephone number and address set
forth below. You may also contact the dealer manager or your broker, dealer,
commercial bank or trust company for assistance concerning the tender offer. To
confirm delivery of your shares, please contact the depositary.
The information agent for the tender offer is:
Georgeson Shareholder
17 State Street, 10th Floor
New York, NY 10004
(800) 561-4184 (Toll Free)
Banks and Brokerage Firms please call:
(212) 440-9800
The dealer manager for the tender offer is:
UBS Securities LLC
299 Park Avenue
New York, NY 10171
Attn: Equity Capital Markets
Call: (212) 821-2100