LETTER OF TRANSMITTAL
To Tender Common Shares
of
American Paging, Inc.
Pursuant to the Offer to Purchase Dated February 18, 1998
of
API Merger Corp.
a direct wholly owned subsidiary of
Telephone and Data Systems, Inc.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, MARCH 17, 1998, UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST AND SAVINGS BANK
BY MAIL: BY HAND/BY OVERNIGHT DELIVERY:
c/o Harris Trust Company of New York c/o Harris Trust Company of New York
Wall Street Station Receive Window
P.O. Box 1023 Wall Street Plaza
New York, New York 10268-1023 88 Pine Street, 19th Floor
New York, New York 10005
BY FACSIMILE TRANSMISSION:
(212) 701-7636
(for Eligible Institutions Only)
CONFIRM BY TELEPHONE:
(212) 701-7624
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OR TELEX OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE
THE SUBSTITUTE FORM W-9 PROVIDED BELOW. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders either if
certificates evidencing Common Shares (as defined below) are to be forwarded
herewith or, unless an Agent's Message (as defined below) is utilized, if
delivery of Common Shares is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC") or the Philadelphia
Depository Trust Company ("PDTC") (each a "Book-Entry Transfer Facility" and
collectively, the "Book-Entry Transfer Facilities") pursuant to the book-entry
transfer procedure described under "THE TENDER OFFER--3. Procedures for
Accepting the Offer and Tendering Common Shares" in the Offer to Purchase.
Delivery of Documents to a Book-Entry Transfer Facility Does Not Constitute
Delivery to the Depositary.
Shareholders whose certificates evidencing Common Shares ("Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other documents required hereby to the Depositary prior to
the Expiration Date (as defined under "THE TENDER OFFER--1. Terms of the Offer;
Expiration Date" in the Offer to Purchase) or who cannot complete the procedure
for delivery by book-entry transfer on a timely basis and who wish to tender
their Common Shares must do so pursuant to the guaranteed delivery procedure
described under "THE TENDER OFFER--3. Procedures for Accepting the Offer and
Tendering Common Shares" in the Offer to Purchase. See Instruction 2.
/ / CHECK HERE IF COMMON SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Check Box of Applicable Book-Entry Transfer Facility:
(CHECK ONE) / / DTC / / PDTC
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
/ / CHECK HERE IF COMMON SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket No. (if any) _________________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
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DESCRIPTION OF COMMON SHARES TENDERED
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NAME(S) AND ADDRESS(ES)OF REGISTERED OWNER(S)
PLEASE FILL IN, BLANK, EXACTLY AS NAME(S) COMMON SHARES TENDERED
APPEAR(S) ON CERTIFICATE(S) (ATTACH ADDITIONAL LIST IF NECESSARY)
TOTAL NUMBER
OF COMMON
SHARES NUMBER OF
CERTIFICATE REPRESENTED BY COMMON SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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Total Common
Shares
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* Need not be completed by shareholders delivering Common Shares by
book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Common Shares
evidenced by each Share Certificate delivered to the Depositary are being
tendered hereby. See Instruction 4.
The names and addresses of the registered holders should be printed, if
not already printed above, exactly as they appear on the certificates
representing Common Shares tendered hereby. The certificates and the number of
Common Shares that the undersigned wishes to tender should be indicated in the
appropriate boxes.
/ / CHECK HERE IF TENDER IS BEING MADE PURSUANT TO LOST OR MUTILATED
SECURITIES. SEE INSTRUCTION 10.
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to API Merger Corp., a Delaware corporation
("Purchaser") and a direct wholly owned subsidiary of Telephone and Data
Systems, Inc., an Iowa corporation, the above-described Common Shares, par
value $1.00 per share (the "Common Shares"), of American Paging, Inc., a
Delaware corporation (the "Company"), pursuant to Purchaser's offer to
purchase all Common Shares, at $2.50 per Common Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated February 18, 1998 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with any amendments or supplements thereto,
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 the
Common Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Common
Shares 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 the Common Shares that
are being tendered hereby and all dividends, distributions (including, without
limitation, distributions of additional Common Shares) and rights declared,
paid or distributed in respect of such Common Shares on or after February 11,
1998, 1998 (collectively, "Distributions") and irrevocably appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Common Shares and all Distributions, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver Share Certificates evidencing such
Common Shares and all Distributions, or transfer ownership of such Common
Shares and all Distributions on the account books maintained by a Book-Entry
Transfer Facility, together, in either case, with all accompanying evidences
of transfer and authenticity, to or upon the order of Purchaser, (ii) present
such Common Shares and all Distributions for transfer on the books of the
Company and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Common Shares and all Distributions, all in
accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints LeRoy T. Carlson, Jr., Murray
L. Swanson and Scott H. Williamson and each of them, as the attorneys and
proxies of the undersigned, each with full power of substitution, to vote in
such manner as each such attorney and proxy or his substitute shall, in
his/her sole discretion, deem proper and otherwise act (by written consent or
otherwise) with respect to all the Common Shares tendered hereby which have
been accepted for payment by Purchaser prior to the time of such vote or other
action and all Common Shares and other securities issued in Distributions in
respect of such Common Shares, which the undersigned is entitled to vote at
any meeting of shareholders of the Company (whether annual or special and
whether or not an adjourned or postponed meeting) or consent in lieu of any
such meeting or otherwise. This proxy and power of attorney is coupled with an
interest in the Common Shares tendered hereby, is irrevocable and is granted
in consideration of, and is effective upon, the acceptance for payment of such
Common Shares by Purchaser in accordance with the terms of the Offer. Such
acceptance for payment shall revoke all other proxies and powers of attorney
granted by the undersigned at any time with respect to such Common Shares (and
all Common Shares and other securities issued in Distributions in respect of
such Common Shares), and no subsequent proxy or power of attorney shall be
given or written consent executed (and if given or executed, shall not be
effective) by the undersigned with respect thereto. The undersigned
understands that, in order for Common Shares to be deemed validly tendered,
immediately upon Purchaser's acceptance of such Common Shares for payment,
Purchaser must be able to exercise full voting and other rights with respect
to such Common Shares, including, without limitation, voting at any meeting of
the Company's shareholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Common
Shares tendered hereby and all Distributions, that when such Common Shares are
accepted for payment by Purchaser, Purchaser will acquire good, marketable and
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges and encumbrances, and that none of such Common
Shares 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 the Common Shares tendered hereby and all
Distributions. In addition, the undersigned shall remit and transfer promptly
to the Depositary for the account of Purchaser all Distributions in respect of
the Common Shares tendered hereby, accompanied by appropriate documentation of
transfer, and pending such remittance and transfer or appropriate assurance
thereof, Purchaser shall be entitled to all rights and privileges as owner of
each such Distribution and may withhold the entire purchase price of the
Common Shares tendered hereby, or deduct from such purchase price the amount
or value of such Distribution as determined by Purchaser in its sole
discretion.
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.
3
The undersigned understands that tenders of Common Shares pursuant to any
one of the procedures described in the Offer to Purchase under "THE TENDER
OFFER--3. Procedures for Accepting the Offer and Tendering Common Shares" and
in the instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer. Purchaser's acceptance of such Common
Shares for payment will constitute a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions", please issue the check for the purchase price of all Common
Shares purchased, and return all Share Certificates evidencing Common Shares
not purchased or not tendered in the name(s) of the registered holder(s)
appearing above under "Description of Common Shares Tendered". Similarly,
unless otherwise indicated in the box entitled "Special Delivery
Instructions", please mail the check for the purchase price of all Common
Shares purchased and all Share Certificates evidencing Common Shares not
tendered or not purchased (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Common Shares Tendered". In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Common Shares purchased and
return all Share Certificates evidencing Common Shares not purchased or not
tendered in the name(s) of, and mail such check and Share Certificates to, the
person(s) so indicated. Unless otherwise indicated herein in the box entitled
"Special Payment Instructions". The undersigned recognizes that Purchaser has
no obligation, pursuant to the Special Payment Instructions, to transfer any
Common Shares from the name of the registered holders thereof if Purchaser
does not purchase any of the Common Shares tendered hereby.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Common
Shares or Share Certificates evidencing Common Shares not tendered or not
purchased are to be issued in the name of someone other than the
undersigned.
Issue / / check / / Share Certificate(s) to:
Name _____________________________________________________________________
(PLEASE PRINT)
Address __________________________________________________________________
__________________________________________________________________________
Zip Code _________________________________________________________________
__________________________________________________________________________
RECIPIENT'S TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6, AND 7)
To be completed ONLY if the check for the purchase price of Common
Shares purchased or Share Certificates evidencing Common Shares not
tendered or not purchased are to be mailed to someone other than the
undersigned, or the undersigned at an address other than that shown under
"Description of Common Shares Tendered".
Mail / / check / / Share Certificate(s) to:
Name _____________________________________________________________________
(PLEASE PRINT)
Address __________________________________________________________________
__________________________________________________________________________
Zip Code _________________________________________________________________
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4
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IMPORTANT
SHAREHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
__________________________________________________________________________
__________________________________________________________________________
(SIGNATURE(S) OF HOLDER(S))
Dated: ____________, 199__
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Common Share Certificates or on a security position listing or by a
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please
provide the following information. See Instruction 5.)
Name(s): _________________________________________________________________
(PLEASE PRINT)
Capacity (full title) ____________________________________________________
Address:
__________________________________________________________________
(INCLUDE ZIP CODE)
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)
Authorized Signature: ________________________________________________________
Name: ________________________________________________________________________
(PLEASE TYPE OR PRINT)
Title: _______________________________________________________________________
Name of Firm: ________________________________________________________________
Address: _____________________________________________________________________
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW.
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5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of the Medallion Signature
Guarantee Program, or by any other "eligible guarantor institution," as such
term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (each of the foregoing being referred to as an "Eligible Institution"),
unless (i) this Letter of Transmittal is signed by the registered holder(s) of
the Common Shares (which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of Common Shares) tendered hereby and such
holder(s) has (have) completed neither the box entitled "Special Payment
Instructions" nor the box entitled "Special Delivery Instructions" on the
reverse hereof or (ii) such Common Shares are tendered for the account of an
Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter
of Transmittal is to be used either if Share Certificates are to be forwarded
herewith or if Common Shares are to be delivered by book-entry transfer pursuant
to the procedure set forth under "THE TENDER OFFER--3. Procedures for Accepting
the Offer and Tendering Common Shares" in the Offer to Purchase. Share
Certificates evidencing all physically tendered Common Shares, or a confirmation
of a book-entry transfer into the Depositary's account at a Book-Entry Transfer
Facility of all Common Shares delivered by book-entry transfer as well as a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by this Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth on the reverse
hereof prior to the Expiration Date (as defined under "THE TENDER OFFER--1.
Terms of the Offer; Expiration Date" in the Offer to Purchase). If Share
Certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal must accompany each such
delivery. Shareholders whose Share Certificates are not immediately available,
who cannot deliver their Share Certificates and all other required documents to
the Depositary prior to the Expiration Date or who cannot complete the procedure
for delivery by book-entry transfer on a timely basis may tender their Common
Shares pursuant to the guaranteed delivery procedure described under "THE TENDER
OFFER--3. Procedures for Accepting the Offer and Tendering Common Shares" in the
Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by
or through an Eligible Institution; (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form made available by
Purchaser, must be received by the Depositary prior to the Expiration Date; and
(iii) the Share Certificates evidencing all physically delivered Common Shares
in proper form for transfer by delivery, or a confirmation of a book-entry
transfer into the Depositary's account at a Book-Entry Transfer Facility of all
Common Shares delivered by book-entry transfer, in each case together with a
Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message (as defined under "THE TENDER OFFER--3.
Procedures for Accepting the Offer and Tendering Shares" in the Offer to
Purchase)), and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery, all as described under "THE
TENDER OFFER--3. Procedures for Accepting the Offer and Tendering Common Shares"
in the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, 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 Common Shares will be purchased. By execution of this Letter of
Transmittal (or a facsimile hereof), all tendering shareholders waive any right
to receive any notice of the acceptance of their Common Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Common Shares Tendered" is inadequate, the Share Certificate numbers, the number
of Common Shares evidenced by such Share Certificates and the number of Common
Shares tendered should be listed on a separate schedule and attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Common Shares evidenced by any Share
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of Common Shares which are to be tendered in the box entitled
"Number of Common Shares Tendered". In such cases, new Share Certificate(s)
evidencing the remainder of the Common Shares that were evidenced by the Share
Certificates delivered to the Depositary herewith will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the box
entitled "Special Delivery Instructions" on the reverse hereof, as soon as
practicable after the expiration or termination of the Offer. All Common Shares
evidenced by Share Certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Common
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Share Certificates evidencing such Common Shares
without alteration, enlargement or any other change whatsoever. Do not sign the
back of the Share Certificates.
If any Common Share tendered hereby is owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Common Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Common Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Common Shares tendered hereby, no endorsements of Share Certificates or separate
stock powers are required, unless payment is to be made to, or Share
Certificates evidencing Common Shares not tendered or not purchased are to be
issued in the name of, a person other than the registered holder(s), in which
case, the Share Certificate(s) evidencing the Common Shares tendered hereby 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 such Share
Certificate(s). Signatures on such Share Certificate(s) and 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 Common Shares tendered hereby, the Share
Certificate(s) evidencing the Common Shares tendered hereby 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 such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Common Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any Common Shares purchased is to be
made to, or Share Certificate(s) evidencing Common Shares not tendered or not
purchased are to be issued in the name of, a person other than the registered
holder(s), the amount of any stock transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) payable on account of the
transfer to such other person will be deducted from the purchase price of such
Common Shares purchased, unless evidence satisfactory to Purchaser of the
payment of such taxes, or exemption therefrom, is submitted. Except as provided
in this Instruction 6, it will not be necessary for transfer tax stamps to be
affixed to the Share Certificates evidencing the Common Shares tendered hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Common Shares tendered hereby is to be issued, or Share
Certificate(s) evidencing Common Shares not tendered or not purchased are to be
issued, in the name of a person other than the person(s) signing this Letter of
Transmittal or if such check or any such Share Certificate is to be sent to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal but at an address other than that
shown in the box entitled "Description of Common Shares Tendered" on the reverse
hereof, the appropriate boxes on the reverse of this Letter of Transmittal must
be completed.
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent or the
Dealer Manager at their respective addresses or telephone numbers set forth
below. Additional copies of the Offer to Purchase, this Letter of Transmittal
and other tender offer materials may be obtained from the Information Agent or
the Dealer Manager, and copies will be furnished promptly at Purchaser's
expense. No fees or commissions will be paid to brokers, dealers or other
persons (other than the Information Agent and the Dealer Manager) for soliciting
tenders of Common Shares pursuant to the Offer.
9. SUBSTITUTE FORM W-9. Each tendering shareholder 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 penalties of perjury, that such number is correct and that
such shareholder is not subject to backup withholding of federal income tax. If
a tendering shareholder has been notified by the Internal Revenue Service that
such shareholder is subject to backup withholding, such shareholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
shareholder has since been notified by the Internal Revenue Service that such
shareholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering shareholder to
31% federal income tax withholding on the
payment of the purchase price of all Common Shares purchased from such
shareholder. If the tendering shareholder has not been issued a TIN and has
applied for one or intends to apply for one in the near future, such shareholder
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 within 60
days, the Depositary will withhold 31% on all payments of the purchase price to
such shareholder until a TIN is provided to the Depositary.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Share Certificates have
been lost, destroyed or stolen, the shareholder should promptly notify the
Depositary. The shareholder will then be instructed by the Depositary as to the
steps that must be taken in order to replace the Share Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedure for replacing lost, destroyed or stolen Share Certificates has been
followed.
11. WAIVER OF CONDITIONS. The conditions of the Offer may be waived, in
whole or in part, by Purchaser, in its sole discretion, at any time and from
time to time, in the case of any Common Shares tendered.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND
SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS
DEFINED IN THE OFFER TO PURCHASE).
IMPORTANT TAX INFORMATION
Under the federal income tax law, a shareholder whose tendered Common Shares
are accepted for payment is required by law to provide the Depositary (as payer)
with such shareholder's correct TIN on Substitute Form W-9 below. If such
shareholder is an individual, the TIN is such shareholder's social security
number. If the Depositary is not provided with the correct TIN, the shareholder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
payments that are made to such shareholder with respect to Common Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%. In
addition, if a shareholder makes a false statement that results in no imposition
of backup withholding, and there was no reasonable basis for such a statement, a
$500 penalty may also be imposed by the Internal Revenue Service.
Certain shareholders (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, such individual must submit a statement, signed under penalties of
perjury, attesting to such individuals exempt status. Forms of such statements
can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions. A shareholder should consult his or her tax advisor as
to such shareholder's qualification for an exemption from backup withholding and
the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the shareholder. 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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a shareholder
with respect to Common Shares purchased pursuant to the Offer, the shareholder
is required to notify the Depositary of such shareholder's correct TIN by
completing the form below certifying that (a) the TIN provided on Substitute
Form W-9 is correct (or that such shareholder is awaiting a TIN) and (b) that
(i) such shareholder has not been notified by the Internal Revenue Service that
such shareholder 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 shareholder that such shareholder is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Common
Shares tendered hereby. If the Common 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. If the tendering shareholder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future, the shareholder should write "Applied For" in the
space provided for the TIN in Part I, 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 within 60 days, the
Depositary will withhold 31% of all payments of the purchase price to such
shareholder until a TIN is provided to the Depositary.
PAYER'S NAME: HARRIS TRUST AND SAVINGS BANK
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PART I--Taxpayer Identification Number--For all accounts, enter
SUBSTITUTE taxpayer identification number in the box at right. (For most
FORM W-9 individuals, this is your social security number. If you do not
have a number see Obtaining a Number in the enclosed GUIDELINES.)
Certify by signing and dating below. Note: If the account is in
more than one name, see the chart in the enclosed GUIDELINES to
determine which number to give the payer.
- ---------------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER PART II--For Payees Exempt From Social Security Number
IDENTIFICATION NUMBER (TIN) Backup Withholding, see the OR -------------------------
enclosed GUIDELINES and Taxpayer Identification Number
complete as instructed therein. (If awaiting TIN write "Applied
For")
- ---------------------------------------------------------------------------------------------------
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 either because I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a result of failure to
report all interest or dividends, or the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATE INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS
that you are subject to backup withholding because of under reporting 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.)
SIGNATURE ------------------------------------------------- DATE-------------,1998
- ---------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Facsimiles of the Letter of Transmittal, properly completed and duly signed,
will be accepted. The Letter of Transmittal certificates evidencing Common
Shares and any other required documents should be sent or delivered by each
shareholder or such shareholder's broker, dealer, commercial bank, trust company
or other nominee to the Depositary at one of its addresses set forth below.
Questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
listed below. Additional copies of this Offer to Purchase, the Letter of
Transmittal and other tender offer materials may be obtained from the
Information Agent or the Dealer Manager, and copies will be furnished promptly
at Purchaser's expense. No fees or commissions will be paid to brokers, dealers
or other persons (other than the Information Agent and the Dealer Manager) for
soliciting tenders of Common Shares pursuant to the Offer. A shareholder may
also contact brokers, dealers, commercial banks or trust companies for
assistance concerning the Offer.
The Information Agent for the Offer is:
[LOGO]
156 Fifth Avenue
New York, NY 10010
Banks and Brokers Call Collect:
(212) 929-5500
All Others Call Toll Free:
(800) 322-2885
The Dealer Manager for the Offer is:
CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, NY 10010-3629
Call Toll Free (800) 881-8320
February 18, 1998