Exhibit (a)(2)
Transfer Agreement
To Tender Up to 21,627 Trust Units
(representing 50% of Trust Units)
of
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
Pursuant to the Offer to Purchase
Dated November 28, 2000
of
SULZER MEDICA USA HOLDING CO.
The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Tuesday, December 26, 2000, unless the Offer is
extended.
The Depositary for the Offer is:
Citibank, N.A.
By Facsimile Transmission (For Eligible Institutions Only): (212) 505-2248
Confirm Facsimile Transmission (by Telephone Only): (800) 270-0808
By Overnight Courier: By Mail: By Hand:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
915 Broadway, 5th Floor P.O. Box 685 Corporate Trust Window
New York, NY 10010 Old Chelsea Station 111 Wall Street, 5th Floor
New York, NY 10113 New York, NY 10043
DESCRIPTION OF TRUST UNITS TENDERED
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Name(s) and Address(es) of
Beneficiary(s) Trust Units Tendered
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I hereby am
tendering:
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Total Number of All of the Trust The Number of Trust
Trust Units Units I Own Units Indicated
Owned(1) (indicate with a X) Below:
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(1) NOTE: The number of Trust Units owned equals the amount of partnership
units held by a partner in the Renaissance Capital Partners II, Ltd.
limited partnership on November 17, 2000.
DELIVERY OF THIS TRANSFER AGREEMENT TO AN ADDRESS, OR
TRANSMISSION OF THIS AGREEMENT VIA A FACSIMILE NUMBER, OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS TRANSFER AGREEMENT SHOULD
BE READ CAREFULLY BEFORE THIS TRANSFER AGREEMENT IS COMPLETED.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Sulzer Medica USA Holding Co., a Delaware
corporation ("Purchaser"), the above-described Trust Units ("Trust Units"), of
Capital Partners II, Ltd. Liquidating Trust, a liquidating trust (the "Trust"),
pursuant to Purchaser's offer to purchase up to 21,627 of the Trust Units
(representing 50% of Trust Units) at $1,387.12 per Trust Unit, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated November 28, 2000 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Transfer
Agreement (which, together with the Offer to Purchase and any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). The
undersigned understands that Purchaser reserves the right to transfer or
assign, in whole or from time to time in part, to one or more of its affiliates
the right to purchase all or any portion of Trust Units tendered pursuant to
the Offer.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment of Trust Units tendered
herewith, in accordance with the terms of the Offer, the undersigned hereby
sells, assigns and transfers to or upon the order of Purchaser all right, title
and interest in and to all Trust Units that are being tendered hereby and all
dividends, distributions (including, without limitation, distributions of
additional Trust Units) and rights declared, paid or distributed in respect of
such Trust Units on or after November 17, 2000 (collectively, "Distributions")
and irrevocably appoints the Depositary the true and lawful agent and attorney-
in-fact of the undersigned with respect to such Trust Units (and all
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) authorize
the transfer of such Trust Units (and all Distributions) on the books of the
Trust and (ii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Trust Units (and all Distributions), all in
accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer Trust Units tendered
hereby and all Distributions, that when such Trust Units are accepted for
payment by Purchaser, Purchaser will acquire good, marketable and unencumbered
title thereto and to all Distributions, free and clear of all liens,
restriction, charges and encumbrances, and that none of such Trust Units and
Distributions will be subject to any adverse claim. The undersigned, upon
request, shall execute and deliver all additional documents deemed by the
Depositary or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of Trust Units tendered hereby and all Distributions.
In addition, the undersigned shall remit and transfer promptly to the
Depositary for the account of Purchaser all Distributions, if any, in respect
of Trust Units tendered hereby, accompanied by appropriate documentation of
transfer, and pending such remittance and transfer or appropriate assurance
thereof, Purchaser shall be entitled to all rights and privileges as owner of
each such Distribution and may withhold the entire purchase price of Trust
Units tendered hereby, or deduct from such purchase price, the amount or value
of such Distribution as determined by Purchaser in its sole discretion.
The undersigned shall indemnify and hold harmless each of the Purchaser and
the Depositary against any and all losses, claims, liabilities, expenses and
damages (including any and all investigative, legal and other expenses incurred
in connection with, and any amount paid in settlement of, any action, suit or
proceeding, or
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any claim asserted) arising, in whole or in part, from any inaccuracy in the
representations of the undersigned herein.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Trust Units pursuant to
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer. Purchaser's acceptance of such Trust Units for
payment will constitute a binding agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer (and if the
Offer is extended or amended, the terms or conditions of any such extension or
amendment).
Please issue the check for the purchase price of all Trust Units purchased
in the name(s) of the beneficiary(s) appearing above under "Description of
Trust Units Tendered". Similarly, please mail the check for the purchase price
of all Trust Units purchased to the address(es) of the beneficiary(s) appearing
above under "Description of Trust Units Tendered" on the reverse hereof and
notify such beneficiary(s) of the total number of Trust Units accepted for
payment by the Purchaser and the total number of untransferred Trust Units
which continue to be held by the Beneficiary.
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IMPORTANT
BENEFICIARIES: SIGN HERE
(Please Complete Substitute Form W-9 Below)
....................................................
....................................................
Signature(s) of Beneficiary(s)
Dated: ....., 2000
(Must be signed by beneficiary(s) exactly as
name(s) appear(s) on the Trust Unit position
listing. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer
of a corporation or other person acting in a
fiduciary or representative capacity, please
provide the following information and see
Instruction 5.)
Name(s):............................................
(Please Print)
Capacity (full title):..............................
Address:............................................
..............................................
Include Zip Code
Daytime Area Code and Telephone No:.................
Tax Identification or
Social Security No.:................................
(See Substitute Form W-9 on reverse side)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION
GUARANTEE IN SPACE BELOW
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. All signatures on this Transfer Agreement must
be guaranteed by a firm which is a member of the Security Transfer Agent
Medallion Signature Program, or by any other "eligible guarantor institution",
as such term is defined in Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended (each of the foregoing being an "Eligible
Institution") unless such Trust Units are tendered for the account of an
Eligible Institution. See Instruction 5.
2. Delivery of Transfer Agreement. This Transfer Agreement is to be used if
Trust Units are to be tendered pursuant to the Offer. A properly completed and
duly executed Transfer Agreement (or a manually signed facsimile thereof) and
any other documents required by this Transfer Agreement, must be received by
the Depositary at one of its addresses set forth above prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase). If different Trust
Units are tendered by a beneficiary at different times prior to the Expiration
Date, a properly completed and duly executed Transfer Agreement must be
delivered each time
The method of delivery of this Transfer Agreement and all other required
documents is at the option and risk of the tendering beneficiary, and the
delivery will be deemed made only when actually received by the Depositary. 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 and no
fractional Trust Units will be purchased. By execution of this Transfer
Agreement (or a manually signed facsimile hereof), all tendering beneficiaries
waive any right to receive any notice of the acceptance of their Trust Units
for payment.
For any withdrawal of Trust Units to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
its address set forth on the back cover of the Offer to Purchase. Any such
notice of withdrawal must specify the name of the person who tendered the Trust
Units to be withdrawn, the number of Trust Units to be withdrawn and the name
of the beneficiary of such Trust Units. The withdrawal process is described in
Section 3 of the Offer to Purchase.
3. Inadequate Space. If the space provided on the reverse hereof under
"Description of Trust Units Tendered" is inadequate, the number of Trust Units
tendered should be listed on a separate signed schedule and attached hereto.
4. Partial Tenders. If fewer than all Trust Units delivered to the
Depositary herewith are to be tendered hereby, fill in the number of Trust
Units that are to be tendered in the box entitled "I am hereby tendering: The
Number of Trust Units Indicated Below". All Trust Units indicated on the
Transfer Agreement will be deemed to have been tendered unless otherwise
indicated.
5. Signatures on Transfer Agreement. If this Transfer Agreement is signed by
the registered beneficiary(s) of Trust Units tendered hereby, the signature(s)
must correspond with the name(s) as written on the records of the Trust without
alteration, enlargement or any other change whatsoever.
If any Trust Units tendered hereby is held of record by two or more persons,
all such persons must sign this Transfer Agreement.
If any Trust Units tendered hereby are registered in different names (other
than financial institutions acting solely as intermediaries and not as
broker/dealers), it will be necessary to complete, sign and submit as many
separate Transfer Agreements as there are different registrations of such Trust
Units.
If this Transfer Agreement is signed by the beneficiary(s) of Trust Units
tendered hereby, no further documents are required.
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If this Transfer Agreement is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
a fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to Purchaser of such persons
authority so to act must be submitted.
6. Stock Transfer Taxes. Purchaser will pay all stock transfer taxes with
respect to the sale and transfer of any Trust Units to it or its order pursuant
to the Offer.
7. Questions and Requests for Assistance or Additional Copies. Questions and
requests for assistance may be directed to the Information Agent at its
respective address or telephone numbers set forth below. Additional copies of
the Offer to Purchase, this Transfer Agreement, and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
obtained from the Information Agent.
8. Substitute Form W-9. Each tendering beneficiary is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalty of perjury, that such number is correct and that
such beneficiary is not subject to backup withholding of U.S. federal income
tax. If a tendering beneficiary has been notified by the Internal Revenue
Service that such beneficiary is subject to backup withholding, such
beneficiary must cross out item (2) of the Certification box of the Substitute
Form W-9, unless such beneficiary has since been notified by the Internal
Revenue Service that such beneficiary is no longer subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the tendering beneficiary to backup withholding of U.S. federal income
tax at a 31% rate on the payment of the purchase price of all Trust Units
purchased from such beneficiary. If the tendering beneficiary has not been
issued a TIN and has applied for one or intends to apply for one in the near
future, such beneficiary should write "Applied For" in the space provided for
the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute
Form W-9. If "Applied For" is written in Part I and the Depositary is not
provided with a TIN, the Depositary will withhold 31% on all payments of the
purchase price to such beneficiary until a TIN is provided to the Depositary,
and if the Depositary is not provided with a TIN within 60 days, such amounts
will be paid over to the Internal Revenue Service.
Important: This Transfer Agreement (or manually signed facsimile hereof),
properly completed and duly executed (together with any required signature
guarantees and all other required documents) must be received by the Depositary
prior to the Expiration Date (as defined in the Offer to Purchase).
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a beneficiary whose tendered Trust Units
are accepted for payment is generally required to provide the Depositary (as
payer) with such beneficiary's correct TIN on Substitute Form W-9 provided
herewith. If such beneficiary is an individual, the TIN generally is such
beneficiary's social security number. If the Depositary is not provided with
the correct TIN, the beneficiary may be subject to a $50 penalty imposed by the
Internal Revenue Service and any payment that is made to such beneficiary with
respect to Trust Units purchased pursuant to the Offer may be subject to backup
withholding in an amount equal to 31% of such payment. In addition, if a
beneficiary makes a false statement that results in no imposition of backup
withholding, and there was no reasonable basis for making such statement, a
$500 penalty may also be imposed by the Internal Revenue Service.
Certain beneficiaries (including, among others, corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit an Internal Revenue Service Form W-8BEN,
signed under penalties of perjury, attesting to such individual's exempt
status. A Form W-8BEN can be obtained from the Depositary. A beneficiary should
consult his or her tax advisor as to such beneficiary's qualification for
exemption from backup withholding and the procedure for obtaining such
exemption.
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If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the beneficiary. Backup withholding is not an additional
tax. Rather, the U.S. federal income 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 provided that the
required information is furnished to the Internal Revenue Service.
To prevent backup withholding on payments that are made to a beneficiary
with respect to Trust Units purchased pursuant to the Offer, the beneficiary is
required to notify the Depositary of such beneficiary's correct TIN by
completing the form below certifying that (a) the TIN provided on Substitute
Form W-9 is correct (or that such beneficiary is awaiting a TIN), and (b)(i)
such beneficiary has not been notified by the Internal Revenue Service that
such beneficiary is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified such beneficiary that such beneficiary is no longer subject to backup
withholding.
See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions.
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PAYER'S NAME: CITIBANK, N.A.
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Part I--Taxpayer Identifica- Social Security Number or
tion Number--For all ac-
counts, enter your taxpayer
identification number in the
box at right. (For most in-
dividuals, this is your so-
cial security number. If you
do not have a number, see
"Obtaining a Number" in the
enclosed Guidelines.) Cer-
tify by signing and dating
below. Note: If the account
is in more than one name,
see the chart in the en-
closed Guidelines to deter-
mine which number to give
the payer.
SUBSTITUTE ----------------------------
Employer identification number
Form W-9 Department of the Treasury Internal Revenue Service
(If awaiting TIN write "Applied
For")
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Payer's
Request
for
Taxpayer
Identification
Number
("TIN")
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Part II--For the Payees Exempt from Backup Withholding, see the
enclosed Guidelines and complete as instructed therein.
Certification--Under penalties of perjury, I certify
that:
(1) The number shown on this form is my correct Taxpayer Iden-
tification Number (or I am waiting for a number to be issued
for me), and
(2) I am not subject to backup withholding because: (a) I am
exempt from backup withholding, or (b) I have not been noti-
fied by the Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of failure to re-
port all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding.
Certification Instructions--You must cross out item (2)
above if you have been notified by the IRS that you are
currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were
subject to backup withholding you received another
notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2). (Also see
instructions in the enclosed Guidelines.)
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SIGNATURE ...................................... DATE ...., 2000
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAX-
PAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration 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, 31% of all payments of the purchaser price of the Trust
Units made to me will be withheld until I provide a taxpayer identification
number, and if I do not provide a taxpayer identification number to the
Depositary within 60 days, such amounts will be paid over to the Internal
Revenue Service.
Signature ................................................... Date ..........
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLD-
ING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER. PLEASE
REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFI-
CATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
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Facsimiles of the Transfer Agreement, properly completed and duly signed,
will be accepted by the Depositary. The Transfer Agreement and any other
required documents should be sent or delivered by each beneficiary or such
beneficiary's broker, dealer, commercial bank, trust company or other nominee
to the Depositary at one of its addresses or to the facsimile number set forth
below.
The Depositary for the Offer is:
Citibank, N.A.
By Facsimile Transmisson (For Eligible Institutions Only):
(212) 505-2248
Confirm by Telephone: (800) 270-0808
By Overnight Courier: By Mail: By Hand:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
915 Broadway, 5th Floor P.O. Box 685 Corporate Trust Window
New York, NY 10010 Old Chelsea Station 111 Wall Street, 5th Floor
New York, NY 10113 New York, NY 10043
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Questions or requests for assistance may be directed to the Information Agent
at its respective address and telephone numbers listed below. Additional copies
of the Offer to Purchase and this Transfer Agreement may be obtained from the
Information Agent. A beneficiary may also contact brokers, dealers, commercial
banks or trust companies for assistance concerning the Offer.
The Information Agent for the Offer is:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Telephone: (212) 750-5833 or (888) 750-5834
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