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LETTER OF TRANSMITTAL AND FORM OF ELECTION
FOR HOLDERS OF COMMON STOCK OF LABONE, INC. WHO WISH TO RECEIVE THEIR MERGER
CONSIDERATION IN THE FORM OF CASH
TO ACCOMPANY CERTIFICATES REPRESENTING COMMON STOCK OF LABONE, INC. WHEN
SUBMITTED IN CONNECTION WITH THE MERGER OF LABONE, INC. WITH AND INTO LAB
HOLDINGS, INC.
STOCKHOLDERS WHO WISH TO RECEIVE THEIR MERGER CONSIDERATION IN THE FORM OF
SURVIVING CORPORATION COMMON STOCK SHOULD NOT COMPLETE OR RETURN THIS FORM.
This form (the "Letter of Transmittal and Form of Election") is to accompany
the certificate(s) for shares of common stock, par value $.01 per share, of
LabONE, Inc. ("LabONE Common Stock") when submitted in order to make an
unconditional election to receive cash (an "Election to Receive Cash"), subject
to possible proration, in connection with the proposed merger (the "Merger") of
LabONE, Inc. ("LabONE") with and into Lab Holdings, Inc. ("Holdings") pursuant
to the Agreement and Plan of Merger, as amended and restated, dated as of March
7, 1999 (the "Merger Agreement").
In order for an Election to Receive Cash to be effective, this Letter of
Transmittal and Form of Election, or a facsimile hereof, together with the
certificate(s) representing shares of LabONE Common Stock (the "LabONE Common
Stock Certificate(s)") described in Box I below (unless such shares are
delivered by book-entry transfer to the Disbursing Agent's account at the
Book-Entry Transfer Facility (as defined below)) or a proper guarantee of
delivery thereof, must be properly completed in accordance with the terms and
conditions set forth herein and received by American Stock Transfer & Trust
Company (the "Disbursing Agent"), at the address set forth below, no later than
10:00 a.m., New York City Time, on August 9, 1999, the date of the LabONE
Stockholders Meeting (the "Election Date").
TO: AMERICAN STOCK TRANSFER & TRUST COMPANY, DISBURSING AGENT
BY MAIL: BY FACSIMILE: BY HAND OR OVERNIGHT COURIER:
American Stock Transfer & (718) 234-5001 American Stock Transfer &
Trust Company Trust Company
40 Wall Street CONFIRM BY 40 Wall Street
46th Floor TELEPHONE: 46th Floor
New York, NY 10005 1-800-937-5449 New York, NY 10005
Attn: Reorganization (718) 921-8200 Attn: Reorganization
Department Department
DELIVERY OF THIS LETTER OF TRANSMITTAL AND FORM OF ELECTION TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. ELIGIBLE
INSTITUTIONS (AS DEFINED IN INSTRUCTION D(7)) MAY DELIVER A GUARANTEE OF
DELIVERY BY FACSIMILE. SEE BOX V AND INSTRUCTION D(1).
FOR INFORMATION OR ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL CONTACT
GEORGESON & COMPANY INC., WALL STREET PLAZA, NEW YORK, NEW YORK 10005. BANKS AND
BROKERS CALL COLLECT (212) 440-9800. ALL OTHERS CALL TOLL FREE: (800) 223-2064.
Ladies and Gentlemen:
In connection with the proposed merger of LabONE with and into Holdings, the
undersigned hereby submits the LabONE Common Stock Certificate(s) listed below
and elects to have shares of LabONE Common Stock represented by such LabONE
Common Stock Certificate(s), as designated in Box I, converted into (i) the
right to receive cash from the Surviving Corporation in an amount equal to
$12.75 (the "Cash Price Per Share") for all of such shares or (ii) the right to
receive the Cash Price Per Share for a stated whole number of such shares and to
receive Surviving Corporation Common Stock for the balance of such shares. In
the event that the amount payable in cash to all LabONE stockholders who make an
Election to Receive Cash exceeds $16,600,000 (the "Maximum Cash Payment
Amount"), the undersigned understands that he or she will receive a combination
of cash and shares of common stock, par value $0.01 per share, of the Surviving
Corporation ("Surviving Corporation Common Stock") for the shares as to which
the undersigned has made an Election to Receive Cash, as provided in the Merger
Agreement.
The undersigned's Election to Receive Cash is subject to (i) the terms,
conditions and limitations set forth in the Joint Proxy Statement/Prospectus
dated July 2, 1999, relating to the Merger (the "Proxy Statement"), receipt of
which is acknowledged by the undersigned, (ii) the terms of the Merger
Agreement, a conformed copy of which appears as Appendix A to the Proxy
Statement and (iii) the instructions included in this Letter of Transmittal and
Form of Election. In this regard, the undersigned understands and agrees as
follow:
(i) Its Election to Receive Cash will be properly made only if the
Disbursing Agent receives at its designated office, by 10:00 a.m., New York
City Time, on the Election Date, this Letter of Transmittal and Form of
Election, properly completed and signed (or in the case of a book entry
transfer, an Agent's Message), together with certificates for the shares of
LabONE Common Stock to which such Letter of Transmittal and Form of Election
relates, properly endorsed or otherwise in proper form for transfer (or
confirmation of a book-entry transfer into the Disbursing Agent's account at
the Book-Entry Transfer Facility) or accompanied by an appropriate guarantee
of delivery of such certificates from an Eligible Institution. Failure to
deliver certificates (or confirmation of book-entry transfer) covered by a
guarantee of delivery within three trading days after the date of execution
of such guarantee of delivery shall be deemed to invalidate any otherwise
properly made Election to Receive Cash.
(ii) The undersigned may revoke this Letter of Transmittal and Form of
Election only by written notice received by the Disbursing Agent prior to
10:00 a.m., New York City Time, on the Election Date. Further, this Letter
of Transmittal and Form of Election shall automatically be revoked if the
Disbursing Agent is notified in writing by Holdings and LabONE that the
Merger has been abandoned. If a Form of Election is revoked, the certificate
or certificates (or guarantees of delivery, as appropriate) for the shares
of LabONE Common Stock to which this Letter of Transmittal and Form of
Election relates shall be promptly returned to the undersigned by the
Disbursing Agent.
(iii) The Surviving Corporation has the discretion, which it may delegate
in whole or in part to the Disbursing Agent, to determine whether this
Letter of Transmittal and Form of Election has been properly completed,
signed and submitted and to disregard any defects it determines are
immaterial. The decision of Surviving Corporation or the Disbursing Agent on
such matters shall be conclusive and binding. Neither Holdings, LabONE, the
Surviving Corporation nor the Disbursing Agent shall be under any obligation
to notify any person of any defect in this Letter of Transmittal and Form of
Election. If Surviving Corporation or Disbursing Agent shall determine that
the undersigned's purported Election to Receive Cash was not properly made,
such purported election shall be deemed to be of no force and effect, the
undersigned shall be deemed to have made a Stock Election and the shares
submitted herewith shall be converted into shares of
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Surviving Corporation Common Stock. The Surviving Corporation reserves the
right to waive any defects in a Letter of Transmittal and Form of Election
but is under no obligation to do so.
(iv) If the Maximum Cash Payment Amount is exceeded, the Disbursing
Agent shall make all computations as to the proration contemplated by the
Merger Agreement, and any such computation shall be conclusive and binding
on the Undersigned.
The undersigned authorizes and instructs you, as Disbursing Agent, to
deliver to the Surviving Corporation LabONE Common Stock Certificate(s)
submitted herewith (or to transfer ownership of such shares on the account books
maintained by the Book Entry Transfer Facility to, or upon the order of, the
Surviving Corporation) and to receive on behalf of the undersigned, in exchange
for the shares of LabONE Common Stock represented thereby, the Cash Price Per
Share payable and, if applicable, a certificate for the shares of Surviving
Corporation Common Stock issuable (the "Surviving Corporation Common Stock
Certificate"), in respect of those shares of LabONE Common Stock in connection
with the Merger. If the LabONE Common Stock Certificate(s) is not delivered
herewith (and no book-entry transfer made), there is furnished below a guarantee
of delivery of such LabONE Common Stock Certificate(s) from an Eligible
Institution (as defined below).
The undersigned represents and warrants (and if more than one, each
undersigned represents and warrants jointly and severally) that the undersigned
has full power and authority to assign and transfer the shares evidenced by the
LabONE Common Stock Certificate(s) surrendered and that the Surviving
Corporation will acquire good title to such LabONE shares, free and clear of all
liens, restrictions, charges, encumbrances, pledges, security interests or other
obligations affecting the assignment or transfer of the LabONE shares and will
not be subject to any adverse claim. All authority conferred or agreed to be
conferred in this Letter of Transmittal and Form of Election shall not be
affected by, and shall survive, the death or incapacity of the undersigned, and
any obligation of the undersigned under this Letter of Transmittal and Form of
Election shall be binding upon successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned.
Upon request, the undersigned agrees to execute and deliver any additional
documents deemed reasonably necessary or desirable by the Surviving Corporation
or the Disbursing Agent to complete the exchange of the LabONE Common Stock
Certificate(s). If required by Instruction D(7), the LabONE Common Stock
Certificate(s) submitted with this Letter of Transmittal and Form of Election is
duly endorsed or in a form otherwise acceptable for transfer on the books of
LabONE.
Unless otherwise indicated under Special Payment Instructions below, please
make any check payable to the order of, and (if applicable) register any
Surviving Corporation Common Stock Certificate in the name of, the registered
holder(s) of the shares of LabONE Common Stock represented by the LabONE Common
Stock Certificate(s) surrendered with this Letter of Transmittal and Form of
Election. Similarly, unless otherwise indicated under Special Delivery
Instructions, please mail any check payable and (if applicable) any Surviving
Corporation Common Stock Certificate issuable in exchange for the shares of
LabONE Common Stock represented by the LabONE Common Stock Certificate(s)
submitted with this Letter of Transmittal and Form of Election to the registered
holder(s) of the shares of LabONE Common Stock at the address or addresses shown
in Box I on the next page.
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PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Please list in Box I below all the LabONE Common Stock Certificates
representing any shares of LabONE Common Stock for which you wish to make an
Election to Receive Cash (all of which should be submitted with this Letter of
Transmittal and Form of Election unless arrangements are made for delivery of
such shares by book-entry transfer to the Disbursing Agent's account at the
Book-Entry Transfer Facility). If there is not enough space below to list all
the LabONE Common Stock Certificates surrendered, please attach a separate
sheet. Submit a separate Letter of Transmittal and Form of Election for shares
of LabONE Common Stock registered in different names (see Instruction D(4)). You
may elect to receive cash for any whole number of shares, whether all or any
portion of the shares of LabONE Common Stock that you hold. Please indicate in
the space provided the number of whole shares of LabONE Common Stock represented
by each LabONE Common Stock Certificate surrendered for which an Election to
Receive Cash is being made. ANY SHARES OF LABONE COMMON STOCK FOR WHICH AN
ELECTION TO RECEIVE CASH IS NOT PROPERLY MADE PRIOR TO 10:00 A.M., NEW YORK CITY
TIME, ON THE ELECTION DATE, OR FOR WHICH SUCH AN ELECTION HAS BEEN PROPERLY
REVOKED PRIOR TO 10:00 A.M., NEW YORK CITY TIME, ON THE ELECTION DATE, WILL BE
CONVERTED INTO SURVIVING CORPORATION COMMON STOCK AT THE EFFECTIVE TIME OF THE
MERGER. DO NOT COMPLETE THIS LETTER OF TRANSMITTAL AND FORM OF ELECTION FOR ANY
SHARES THAT YOU WANT CONVERTED INTO SURVIVING CORPORATION COMMON STOCK. AT THE
EFFECTIVE TIME OF THE MERGER, LABONE SHARES AS TO WHICH NO ELECTION TO RECEIVE
CASH HAS BEEN MADE WILL BE AUTOMATICALLY CONVERTED INTO AND WILL REPRESENT AN
EQUIVALENT NUMBER OF SHARES OF SURVIVING CORPORATION COMMON STOCK.
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BOX I: ELECTION TO RECEIVE CASH FOR LABONE COMMON STOCK CERTIFICATE(S) SURRENDERED
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NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S)
(PLEASE FILL IN IF LABEL IS NOT AFFIXED) LABONE COMON STOCK CERTIFICATE(S) ENCLOSED
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TOTAL NUMBER OF
SHARES
REPRESENTED BY
EACH NUMBER OF WHOLE
LABONE COMMON CERTIFICATE (OR SHARES FOR
STOCK COVERED BY A WHICH A CASH
CERTIFICATE GUARANTEE OF ELECTION IS
NUMBER(S)* DELIVERY) MADE
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TOTAL SHARES:
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*Not required if certificates will be delivered
using guarantee of delivery procedures.
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DELIVERY BY BOOK-ENTRY TRANSFER
See Instruction A-1
/ / Check here if LabONE certificates are being delivered by Book-Entry Transfer to the
Disbursing Agent's account on the book-entry transfer facilities at the Depository Trust
Company ("Book-Entry Transfer Facility") and complete the following:
Account number Transaction Code No.
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BOX II: SPECIAL PAYMENT
INSTRUCTIONS
(SEE INSTRUCTIONS D(6) AND D(7))
TO BE COMPLETED ONLY IF THE CHECK IS TO BE MADE PAYABLE TO THE ORDER OF,
OR (IF APPLICABLE) THE SURVIVING CORPORATION COMMON STOCK CERTIFICATE IS TO
BE ISSUED TO, A PERSON OTHER THAN THE PERSON IN WHOSE NAME THE LABONE COMMON
STOCK CERTIFICATE(S) SUBMITTED FOR EXCHANGE HEREWITH IS REGISTERED.
Issue the Merger consideration (whether cash or Surviving Corporation
Common Stock) to:
Name _______________________________________________________________________
(PLEASE PRINT)
__________________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
(PLEASE PRINT)
__________________________________________________________________________
(INCLUDING ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
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BOX III: SPECIAL DELIVERY
INSTRUCTIONS
(SEE INSTRUCTIONS D(8))
TO BE COMPLETED ONLY IF THE CHECK OR (IF APPLICABLE) THE SURVIVING
CORPORATION COMMON STOCK CERTIFICATE IS TO BE SENT TO AN ADDRESS OTHER THAN
THE ADDRESS OF THE REGISTERED HOLDER(S) SET FORTH IN BOX I ABOVE, OR IF BOX
II IS COMPLETED, TO AN ADDRESS OTHER THAN THE ADDRESS APPEARING IN BOX II.
Mail the Merger consideration (whether cash or Surviving Corporation
Common Stock) to:
Name _______________________________________________________________________
(PLEASE PRINT)
__________________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
(PLEASE PRINT)
__________________________________________________________________________
(INCLUDING ZIP CODE)
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BOX IV: SIGN HERE AND, IF REQUIRED UNDER INSTRUCTION D(7),
HAVE SIGNATURES GUARANTEED BY AN ELIGIBLE INSTITUTION
(SEE INSTRUCTIONS D(1) AND D(7) CONCERNING SIGNATURE GUARANTEE)
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____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(SIGNATURE(S) OF OWNER(S))
Must be signed by registered holder(s) exactly as name(s) appears on the
LabONE Common Stock Certificate(s) or by person(s) authorized to become
registered holder(s) by the LabONECommon Stock Certificate(s) and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, officer of a corporation, attorney-in-fact or any other person
acting in a fiduciary capacity, set forth full title in such capacity. See
Instruction D(3).
Name(s): ___________________________________________________________________
(PLEASE PRINT)
Name(s): ___________________________________________________________________
(PLEASE PRINT)
Name(s): ___________________________________________________________________
(PLEASE PRINT)
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
(AREA CODE AND TELEPHONE NUMBER(S))
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
(EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
Dated: __________________, 1999
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SIGNATURES(S) GUARANTEED:
(SEE INSTRUCTIONS D(7))
The undersigned hereby guarantees the signature(s) which appear(s) on
The letter of Transmittal and Form of Election.
Dated: ________________________
(NAME OF ELIGIBLE INSTITUTION ISSUING GUARANTEE)
[PLEASE PRINT]
(AFFIX MEDALLION STAMP ABOVE)
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BOX V: GUARANTEE OF DELIVERY
(ELIGIBLE INSTITUTIONS ONLY)
TO BE USED ONLY IF LABONE COMMON STOCK CERTIFICATE(S) IS NOT
SURRENDERED HEREWITH
Eligible Institutions May Deliver this Guarantee of Delivery by Facsimile
Transmission:
(718) 921-8335
Confirm Facsimile by Telephone:
(718) 921-8208
The undersigned is an Eligible Institution, and guarantees to deliver to
the Disbursing Agent the LabONE Common Stock Certificate(s) to which this
Letter of Transmittal and Form of Election relates, duly endorsed or in form
otherwise acceptable for transfer on the books of LabONE, within three (3)
trading days after the date of execution of this Guarantee of Delivery.
____________________________________________________________________________
(FIRM--PLEASE PRINT)
__________________________________________________________________________
(AUTHORIZED SIGNATURE)
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
(ADDRESS)
__________________________________________________________________________
(AREA CODE AND TELEPHONE NUMBER)
__________________________________________________________________________
(CONTACT NAME)
/ / Check here if LabONE certificates will be delivered by book-entry
transfer to the Disbursing Agent's account at the Depository Trust
Company.
Account Number ____________
NOTICE OF DELIVERY UNDER GUARANTEE
(TO BE COMPLETED UPON DELIVERY OF SHARES PURSUANT TO A
GUARANTEE OF DELIVERY)
Name (s) of Registered Holder (s): _________________________________________
Window Ticket No. (if any): ________________________________________________
Date of Execution of Guarantee of Delivery: ________________________________
Name of Institution which provided Guarantee of Delivery: __________________
/ / Check here if delivered by book-entry transfer to the Disbursing
Agent's Account at the Book-Entry Transfer Facility.
Account Number: _______________ Transaction Code Number: ______________
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THE FOLLOWING BACKUP WITHHOLDING FORM SHOULD BE COMPLETED. SEE PAGE 13,
PARAGRAPH 11, AND PAGES 15-18 FOR INSTRUCTIONS.
PAYER'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
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SUBSTITUTE PART I--PLEASE Social Security Number
FORM W-9 PROVIDE YOUR TIN IN or _________________
Department of the Treasury THE BOX AT THE RIGHT Employer Identification Number
Internal Revenue Service AND CERTIFY BY
SIGNING AND DATING
BELOW.
-------------------------------------------------------
Part II--Please check / / Awaiting TIN
Payer's Request for Taxpayer the box at the right
Identification Number and if you have applied
Certification for, and are awaiting
receipt of, your TIN
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PART III--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 Internal Revenue Service (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.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified
by the IRS that you are subject to backup withholding because you have failed to report
all interest and dividends on your tax returns. 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 the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9).
SIGNATURE: ____________________________ DATE: ___________________________, 1999
PRINT NAME: __________________________________________________________________
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IF YOU CHECKED THE BOX IN PART II OF THE SUBSTITUTE FORM W-9, YOU MUST SIGN AND
DATE THE FOLLOWING CERTIFICATION:
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CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalty of perjury, that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate IRS center or
social security administration office (or I intend to mail or deliver an
application in the near future). I understand that if I do not provide a
taxpayer identification number to the payer, 31 percent of all payments made
to me pursuant to this merger shall be retained until I provide a taxpayer
identification number tot he payer and that, if I do not provide my taxpayer
identification number within sixty (60) days, such retained amounts shall be
remitted to the IRS as backup withholding and 31 percent of all reportable
payments made to me thereafter will be withheld and remitted to the IRS until
I provide a taxpayer identification number.
SIGNATURE ____________________________ DATE ___________________________, 1999
PRINT NAME: __________________________________________________________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE ELECTION. PLEASE REVIEW THE
"GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9" THAT BEGIN ON PAGE 15 FOR ADDITIONAL DETAILS.
8
INSTRUCTIONS
A. SPECIAL CONDITIONS.
1. TIME IN WHICH TO ELECT. Any Election to Receive Cash will have been
properly made only if the Disbursing Agent has received at the address set
forth above, by 10:00 a.m., New York City Time, on the date of the LabONE
Stockholders Meeting (the "Election Date"), this Letter of Transmittal and
Form of Election or a facsimile hereof, properly completed and signed (or in
the case of a book-entry transfer, an Agent's Message), together with
certificates for the shares of LabONE Common Stock to which the Letter of
Transmittal and Form of Election relates, properly endorsed or otherwise in
proper form for transfer (or confirmation of a book-entry transfer into the
Disbursing Agent's account at the Book-Entry Transfer Facility). Holders of
shares of LabONE Common Stock whose LabONE Common Stock Certificate(s) are
not immediately available, or holders who cannot complete the procedure for
book-entry transfer on a timely basis, may also make an effective Election
to Receive Cash by completing this Letter of Transmittal and Form of
Election or facsimile hereof and having the Guarantee of Delivery box (Box
V) properly completed and duly executed by an Eligible Institution, provided
such LabONE Common Stock Certificate(s) or a confirmation of a book-entry
transfer of such shares, if such procedure is available, into the Disbursing
Agent's account at the Book-Entry Transfer facility, is in fact delivered to
the Disbursing Agent within three (3) trading days after the date of
execution of the guarantee of delivery. In addition, at the time the
certificates are delivered (or book-entry transfer is effected) pursuant to
the guarantee of delivery, the guarantor must submit to the Disbursing Agent
another Letter of Transmittal and Form of Election with only the section
entitled "Notice of Delivery Under Guarantee" properly completed (or must
otherwise provide such information to the Disbursing Agent). If the
guarantor fails to deliver the certificates (or effect book-entry transfer)
in accordance with the guaranteed delivery procedures contained herein,
without limitation of other recourse, any purported Election to Receive Cash
with respect to the LabONEshares subject to such guarantee will be void. The
term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Disbursing Agent and forming a
part of a book-entry confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the participant in the
Book-Entry Transfer Facility delivering the LabONE shares that such
participant has received and agrees to be bound by the terms of this Letter
of Transmittal and Form of Election and that the Surviving Corporation may
enforce such agreement against the participant. HOLDERS OF SHARES OF LABONE
COMMON STOCK WHO DO NOT MAKE AN EFFECTIVE ELECTION, OR WHO PROPERLY REVOKE
SUCH AN ELECTION, PRIOR TO THE ELECTION DATE, WILL BE DEEMED TO HAVE MADE A
STOCK ELECTION AND THEIR SHARES WILL BE CONVERTED INTO SURVIVING CORPORATION
COMMON STOCK AT THE EFFECTIVE TIME OF THE MERGER. SEE INSTRUCTION B.
2. REVOCATION OF ELECTION TO RECEIVE CASH. Any holder of LabONE Common Stock
who has made an Election to Receive Cash by submitting a Letter of
Transmittal and Form of Election to the Disbursing Agent may revoke such
election by written notice received by the Disbursing Agent prior to 10:00
A.M., New York City Time, on the Election Date. Such notice must specify the
person in whose name the LabONE certificates to be withdrawn had been
deposited, the number of LabONE shares to be withdrawn, the name of the
registered holder thereof and the serial numbers shown on the certificates
representing the LabONE shares to be withdrawn. If a Letter of Transmittal
and Form of Election is revoked, the LabONE Common Stock Certificate(s) (or
guarantee of delivery, as appropriate) to which the Letter of Transmittal
and Form of Election relates will be promptly returned to the LabONE
stockholder submitting the same to the Disbursing Agent. Upon any such
revocation, unless a duly completed Letter of Transmittal and Form of
Election is thereafter submitted in accordance with the procedures set forth
in the Proxy/Statement
9
Prospectus, such LabONE shares shall be converted into Surviving Corporation
Common Stock in the Merger.
3. TERMINATION OF ELECTION AND RETURN OF LABONE COMMON STOCK CERTIFICATES IF
MERGER ABANDONED. All Letters of Transmittal and Forms of Election will be
automatically revoked if the Disbursing Agent is notified in writing by
Holdings and LabONE that the Merger has been abandoned. In such case, all
LabONE Common Stock Certificates (or guarantees of delivery, as appropriate)
to which the Letters of Transmittal and Forms of Election relate will be
promptly returned to the LabONE stockholders who submitted the same to the
Disbursing Agent. LabONEshares held through the Depository Trust Company are
all expected to be available for sale or transfer promptly following
termination.
B. EFFECTIVENESS OF ELECTIONS OF ELECTION AND PRORATION PROCEDURES.
This Letter of Transmittal and Form of Election enables you to elect to
receive cash, subject to possible proration, in exchange for your shares of
LabONE Common Stock. You may use this Letter of Transmittal and Form of Election
to make an Election to Receive Cash (i) with respect to all of the shares of
LabONE Common Stock that you hold or (ii) with respect to any whole number of
shares constituting a portion of the shares of LabONE Common Stock that you
hold. If you fail to properly make an Election to Receive Cash or fail to submit
to the Disbursing Agent a properly completed and signed and properly and timely
submitted Letter of Transmittal and Form of Election, you will be deemed to have
made a Stock Election and will receive Surviving Corporation Common Stock as
Merger consideration. If the aggregate amount of cash requested by holders of
LabONE Common Stock pursuant to effective Elections to Receive Cash exceeds
$16,600,000 ( the" Maximum Cash Payment Amount"), you will not receive the full
amount of cash to which you otherwise would be entitled, but will receive a
combination of cash and Surviving Corporation Common Stock. The allocation of
cash and shares of Surviving Corporation Common Stock that you will receive for
each share of LabONE Common Stock for which an effective Election to Receive
Cash has been made will depend on the proration procedures to be applied as
described below.
At the effective time of the Merger (the "Effective Time"), each share of
LabONE Common Stock for which an effective Election to Receive Cash is made will
be converted into the right to receive, subject to possible proration, cash in
an amount equal to $12.75 (the "Cash Price Per Share"). Each share of
LabONECommon Stock for which an effective Election to Receive Cash is not
properly made, or for which such an election has been properly revoked, will be
converted into one (1) share of Surviving Corporation Common Stock.
CASH PRORATION. In the event that the amount of cash requested exceeds the
Maximum Cash Payment Amount (as defined below), each share of LabONE Common
Stock for which an Election to Receive Cash is made (each a "Cash Election
Share") will be converted into the right to receive a prorated amount of cash
and Surviving Corporation Common Stock. The Maximum Cash Payment Amount, which
is the maximum aggregate amount of cash to be paid to holders of LabONE Common
Stock in the Merger, will be equal to $16,600,000. If the product of (x) the
number of Cash Election Shares and (y) the Cash Price Per Share exceeds the
Maximum Cash Payment Amount, then each Cash Election Share shall be converted
into the right to receive:
(1) an amount in cash (rounded to the nearest cent and subject to
adjustment), without interest, equal to the product of (A) $12.75 and (B) a
fraction ("Cash Fraction"), the numerator of which shall be $16,600,000 and
the denominator of which shall be the aggregate amount payable (except for
the Maximum Cash Payment Amount limitation) with respect to all Cash
Election Shares; and
(2) a number of shares of Surviving Corporation Common Stock equal to the
product of (A) one (1) multiplied by (B) a fraction equal to one (1) minus
the Cash Fraction. If the product resulting from the application of clauses
(2)(A) and (B) results in a fractional share (taking into account all
10
Cash Election Shares held by a holder), then the number of shares to be
issued such holder shall be rounded up to the nearest whole number of shares
and the amount of cash payable to such holder under clause (1) shall be
reduced by $12.75 less the value of such fractional share.
If the aggregate amount payable with respect to all Cash Election Shares is less
than the Maximum Cash Payment Amount, then each Cash Election Share will be
converted into the right to receive the Cash Price Per Share.
IN CONNECTION WITH MAKING AN ELECTION TO RECEIVE CASH, A HOLDER OF LABONE COMMON
STOCK SHOULD READ THE PROXY STATEMENT CAREFULLY, INCLUDING THE DESCRIPTION OF
THE PRORATION, ELECTION AND EXCHANGE PROCEDURES SET FORTH UNDER "THE PROPOSED
MERGER--EXCHANGE OF LABONE SHARES AND CASH ELECTIONS" AND THE INFORMATION
CONTAINED IN THE PROXY STATEMENT UNDER "THE MERGER--FEDERAL INCOME TAX
CONSEQUENCES."
AS A RESULT OF THE PRORATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT,
HOLDERS OF SHARES OF LABONE COMMON STOCK MAY RECEIVE SHARES OF SURVIVING
CORPORATION COMMON STOCK AND/OR CASH IN AMOUNTS THAT VARY FROM THE AMOUNTS SUCH
HOLDERS ELECT TO RECEIVE. SUCH HOLDERS WILL NOT BE ABLE TO CHANGE THE AMOUNTS OF
CASH OR SHARES OF SURVIVING CORPORATION COMMON STOCK ALLOCATED TO THEM PURSUANT
TO SUCH PROCEDURES.
C. MAILING OF CHECKS AND SURVIVING CORPORATION COMMON STOCK CERTIFICATES.
As soon as practicable after the Effective Time of the Merger and the
surrender to the Disbursing Agent, pursuant to these instructions, of the
LabONECommon Stock Certificate(s) for Cash Election Shares registered to a
particular record holder or holders, the Disbursing Agent will mail cash
payments by check and, if applicable, Surviving Corporation Common Stock
Certificate(s) to the holder or holders with respect to each Cash Election
Share.
HOLDERS OF SHARES OF LABONE COMMON STOCK WHO DO NOT MAKE AN EFFECTIVE ELECTION
TO RECEIVE CASH, OR WHO PROPERLY REVOKE SUCH AN ELECTION, PRIOR TO THE ELECTION
DATE, WILL BE DEEMED TO HAVE MADE A STOCK ELECTION AND THEIR SHARES WILL BE
CONVERTED INTO SURVIVING CORPORATION COMMON STOCK AT THE EFFECTIVE TIME OF THE
MERGER.
D. GENERAL.
1. EXECUTION AND DELIVERY. This Letter of Transmittal and Form of Election or
a facsimile hereof must be properly completed, dated and signed in Box IV,
and must be delivered, together with the LabONE Common Stock Certificate(s)
representing the shares of LabONE Common Stock for which an Election to
Receive Cash is made (or with a duly executed guarantee of delivery of such
LabONECommon Stock Certificate(s)) to the Disbursing Agent at the
appropriate address set forth above.
The method of delivery of all documents to be delivered to the Disbursing
Agent is at the option of the stockholder. The risk of loss of, and title
to, the LabONE Common Stock Certificate(s) shall pass only upon delivery of
such LabONECommon Stock Certificate(s) to the Disbursing Agent. If sent by
mail, registered mail, return receipt requested and properly insured, is
suggested.
2. INADEQUATE SPACE. If there is insufficient space on this Letter of
Transmittal and Form of Election to list all the LabONE Common Stock
Certificates you are submitting to the Disbursing Agent, please attach a
separate list.
11
3. SIGNATURES. The signature (or signatures, in the case of LabONE Common
Stock Certificates owned by two or more joint holders) on this Letter of
Transmittal and Form of Election should correspond exactly to the name(s) as
written on the face of the LabONE Common Stock Certificate(s) submitted
unless the shares of LabONE Common Stock described on this Letter of
Transmittal and Form of Election have been assigned by the registered
holder(s), in which event this Letter of Transmittal and Form of Election
should be signed in exactly the same form as the name of the last transferee
indicated on the transfers attached to or endorsed on the LabONE Common
Stock Certificate(s).
If this Letter of Transmittal and Form of Election is signed by a person or
persons other than the registered owners of the LabONE Common Stock
Certificate(s) listed, the LabONE Common Stock Certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered owner(s) appears on the LabONE
Common Stock Certificate(s).
If this Letter of Transmittal and Form of Election, any LabONE Common Stock
Certificate or any stock power is signed by a trustee, executor,
administrator, guardian, officer of a corporation, attorney-in-fact or any
other person acting in a representative or fiduciary capacity, the person
signing must give such person's full title in such capacity and appropriate
evidence of authority to act in such capacity must be forwarded with this
Letter of Transmittal and Form of Election.
4. SHARES REGISTERED IN DIFFERENT NAMES. If shares of LabONE Common Stock are
registered in different names on several LabONE Common Stock Certificates,
it will be necessary to complete, sign and submit a separate Letter of
Transmittal and Form of Election for each different registration. For
example, if some LabONE Common Stock Certificates are registered in your
name, some are registered in your spouse's name and some are registered
jointly, three separate Letter of Transmittal and Form of Elections must be
submitted.
5. LOST, STOLEN OR DESTROYED LABONE COMMON STOCK CERTIFICATES. If your
LabONECommon Stock Certificate(s) has been lost, stolen or destroyed, please
contact the Disbursing Agent's Lost Securities Department at (718) 921-8200.
You will then be instructed as to the steps you must take in order to
receive cash payments by check and, if applicable, Surviving Corporation
Common Stock Certificate(s) in accordance with the Merger Agreement.
6. CHECKS AND SURVIVING CORPORATION COMMON STOCK CERTIFICATES IN SAME NAME. If
the check is to be made payable to the order of, and (if applicable) the
Surviving Corporation Common Stock Certificate is to be issued to, the
person(s) whose name(s) appears on the LabONE Common Stock Certificate(s)
submitted with this Letter of Transmittal and Form of Election, endorsement
of the LabONECommon Stock Certificate(s) or separate stock power(s) is not
required.
7. CHECKS AND SURVIVING CORPORATION COMMON STOCK CERTIFICATES IN DIFFERENT
NAME. If the check is to be made payable to the order of, and (if
applicable) the Surviving Corporation Common Stock Certificate is to be
issued to, a person other than the person in whose name the LabONE Common
Stock Certificate(s) submitted for exchange herewith is registered, such
exchange will not be made by the Disbursing Agent unless the LabONE Common
Stock Certificate(s) submitted is endorsed or in a form otherwise acceptable
for transfer on the books of LabONE, Box II is completed and the signature
is guaranteed in Box IV by a by an eligible guarantor institution (an
"Eligible Institution") pursuant to Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934 (generally a member firm of the New York
Stock Exchange or any bank or trust company which is a member of the
Medallion Program). Public notaries cannot execute acceptable guarantees of
signatures. In the event of a transfer of ownership of LabONECommon Stock
that is not registered in the transfer records of LabONE, the check may be
made payable to the order of, and (if applicable) a Surviving Corporation
Common Stock Certificate may be issued to, a person other than the person in
whose name the LabONE Common Stock Certificate(s) so surrendered is
12
registered only if the person requesting such payment and (if applicable)
issuance pays any transfer or other taxes required by reason of such payment
or issuance or establishes to the satisfaction of Surviving Corporation that
such tax has been paid or is not applicable.
8. SPECIAL DELIVERY INSTRUCTIONS. If the check and (if applicable) the
Surviving Corporation Common Stock Certificate is to be sent to an address
other than the address of the registered holder set forth in Box I or, if
Box II is completed, to an address other than the address appearing in Box
II, indicate such address in Box III.
9. MISCELLANEOUS. A single check and (if applicable) a single Surviving
Corporation Common Stock Certificate will be issued with respect to all
shares of LabONE Common Stock represented by the LabONE Common Stock
Certificate(s) surrendered with this Letter of Transmittal and Form of
Election to the person(s) in whose name the LabONE Common Stock
Certificate(s) so surrendered is registered, or to the person(s) designated
in Box II, if applicable (See Instruction D(7)).
The determination of the Disbursing Agent whether or not Elections to
Receive Cash have been properly made or revoked and when Elections to
Receive Cash and revocations were received by it shall be binding.
10. STOCK TRANSFER TAXES. The Surviving Corporation shall bear the liability
for any stock transfer taxes applicable to the issuance and delivery of
checks and Surviving Corporation Common Stock Certificates in connection
with the Merger; provided, however, that in the event of a transfer of
ownership of LabONE Common Stock that is not registered in the transfer
records of LabONE, the person requesting that a check be made payable to the
order of, and (if applicable) that a Surviving Corporation Common Stock
Certificate be issued to, a person other than the person in whose name the
LabONE Common Stock Certificate(s) surrendered is registered shall pay the
amount of any transfer or other taxes required by reason of such payment and
(if applicable) issuance to a person other than the registered holder of
such LabONE Common Stock Certificate or establish to the satisfaction of
Surviving Corporation that such tax has been paid or is not applicable.
11. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. Under the
"backup withholding" provisions of Federal income tax law, the Disbursing
Agent may be required to withhold 31% of the sum of the amount of cash, if
any, that otherwise would be delivered to holders of LabONE Common Stock
Certificates surrendered with this Letter of Transmittal and Form of
Election. To prevent backup withholding, each holder should complete and
sign the Substitute Form W-9 included in this Letter of Transmittal and Form
of Election and either: (a) provide the correct taxpayer identification
number ("TIN") and certify, under penalties of perjury, that the TIN
provided is correct (or that such holder is awaiting a TIN), and that (i)
the holder has not been notified by the Internal Revenue Service ("IRS")
that the holder is subject to backup withholding as a result of failure to
report all interest or dividends, or (ii) the IRS has notified the holder
that the holder is no longer subject to backup withholding; or (b) provide
an adequate basis for exemption. If the box in Part 2 of the substitute Form
W-9 is checked, the Disbursing Agent will retain 31% of the sum of the
amount of cash, if any, that otherwise would be delivered to a holder during
the sixty (60) day period following the date of the Substitute Form W-9. If
the holder furnishes the Disbursing Agent with such holder's TIN within
sixty (60) days of the date of the Substitute Form W-9, the Disbursing Agent
will remit such amounts retained during the sixty (60) day period to the
holder and no further amounts will be retained or withheld from payments
made to the holder thereafter. If, however, the holder has not provided the
Disbursing Agent with such Holder's TIN within such sixty (60) day period,
the Disbursing Agent will remit such previously retained amounts to the IRS
as backup withholding and will withhold 31% of the sum of the amount of
cash, if any, that otherwise would be delivered to the holder thereafter
until the holder furnishes a TIN to the Disbursing Agent. In general, if a
holder is an individual, the TIN is
13
the Social Security Number of such individual. If the Disbursing Agent is
not provided with the correct TIN or an adequate basis for exemption, the
holder may be subject to a $50 penalty imposed by the IRS and backup
withholding at a rate of 31%. Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to the backup
withholding and reporting requirements. In order to satisfy the Disbursing
Agent that a foreign individual qualifies as an exempt recipient, such
holder must submit a statement (generally, IRS Form W-8), signed under
penalties of perjury, attesting to that individual's exempt status. A form
for such statements can be obtained from the Disbursing Agent. For further
information concerning backup withholding and instructions for completing
the Substitute Form W-9 (including how to obtain a TIN if you do not have
one and how to complete the Substitute Form W-9 if LabONECommon Stock is
held in more than one name or is not in the name of the actual owner),
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
LabONECommon Stock to be deemed invalidly tendered, but may require the
Disbursing Agent to withhold 31% of the sum of the amount of cash, if any,
that would otherwise be delivered to the holder. 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, a refund
may be obtained by the LabONE stockholder upon the filing of a U.S. Federal
income tax return.
12. ADDITIONAL COPIES. Additional copies of this Letter of Transmittal and Form
of Election may be obtained from the Disbursing Agent by calling
1-800-937-5449 or from Georgeson & Company Inc., Wall Street Plaza, New
York, New York 10005. Banks and Brokers call collect (212) 440-9800. All
others call toll free: (800) 223-2064.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
HOW TO GET A TIN
If you don't have a taxpayer identification number (a "TIN"), apply for one
immediately. To apply, get Form SS-5, Application for a Social Security Number
Card (for individuals), from your local office of the Social Security
Administration, or Form SS-4, Application for Employer Identification Number
(for businesses and all other entities), from your local IRS office. In some
cases, individuals who become U.S. resident aliens for tax purposes are not
eligible to obtain a Social Security Number ("SSN"). These individuals must
apply for an individual taxpayer identification number ("ITIN") on Form W-7,
Application for IRS Individual Taxpayer Identification Number, unless they have
an application pending for a SSN.
If you do not have a TIN, check the box in Part II of the Substitute Form W-9,
sign and date the form, and give it to the requester. Generally, you will then
have 60 days to get a TIN and give it to the requester. If the requester does
not receive your TIN within 60 days, backup withholding, if applicable, will
begin and continue until you furnish your TIN.
NOTE: Checking the box in Part II of the Substitute Form W-9 means that you
have already applied for a TIN or that you intend to apply for one soon.
As soon as you receive your TIN, complete a Form W-9, include your TIN, sign and
date the form, and give it to the requester.
SPECIFIC INSTRUCTIONS
NAME. If you are an individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for instance,
due to marriage, without informing the Social Security Administration of the
name change, please enter your first name, the last name shown on your social
security card, and your new last name.
SOLE PROPRIETOR. You must enter your individual name (enter either your SSN or
your employer identification number ("EIN") in Part 1). You may also enter your
business name or "doing business as" name on the business name line. Enter your
name as shown on your social security card and business name as it was used to
apply for your EIN on Form SS-4.
PART I--TIN
You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter either your SSN or your EIN. If you are a resident alien and you
do not have and are not eligible to get a SSN, your TIN is your ITIN. Enter it
in the social security box number. Also see the chart on the attached page for
further clarification of TIN and name combinations. If you do not have a TIN,
follow the instructions under "How to Get a TIN" above.
PART II--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
Individuals (including sole proprietors) are not exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments. If you are
exempt from backup withholding, you should still complete this form to avoid
possible erroneous backup withholding. Enter your correct TIN in Part 1 and sign
and date the form.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester a completed Form W-8, Certificate of Foreign
Status.
Payees exempt from backup withholding on payments made in connection with the
Exchange Offer include:
(i) a corporation;
(ii) an organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual retirement
account, or a custodial account under Section 403(b)(7) of the Code;
(iii) the United States or any of its agencies or instrumentalities;
15
(iv) a state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities;
(v) a foreign government or any of its political subdivisions, agencies or
instrumentalities; (vi)an international organization or any of its agencies or
instrumentalities;
(vii) a foreign central bank of issue;
(viii) a dealer in securities or commodities required to register in the
United States or a possession of the United States;
(ix) a futures commission merchant registered with the Commodity Futures
Trading Commission;
(x) a real estate investment trust;
(xi) an entity registered at all times during the tax year under the
Investment Company Act of 1940;
(xii) a common trust fund operated by a bank under Section 584(a) of the
Code;
(xiii) a financial institution; or
(xiv) a person registered under the Investment Advisors Act of 1940 who
regularly acts as a broker,
PRIVACY ACT NOTICE--Section 6109 of the Code requires you to give your correct
TIN to persons who must report certain payments to the IRS. The IRS uses the
numbers for identification purposes. You must provide your TIN whether or not
you are required to file tax returns. Payers must generally withhold 31% 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) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you
fail to furnish your TIN to a requester, 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 which results in no backup
withholding, you are subject to a penalty of $500.
(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
16
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number 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 requester.
- -------------------------------------------------------------------------------------------
GIVE THE SOCIAL GIVE THE EMPLOYER
FOR THIS TYPE OF SECURITY FOR THIS TYPE OF IDENTIFICATION NUMBER
ACCOUNT: NUMBER OF-- ACCOUNT: OF--
- -------------------------------------------------------------------------------------------
1. An individual's The individual
account
2. Two or more The actual owner of 6. A valid trust, Legal entity (Do not
individuals the account or, if estate, or pension furnish the
(joint account) combined funds, the trust identifying number of
first individual on the personal
the account(1) representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(4)
3. Custodian account The minor(2)
of a minor (Uniform
Gift to Minors Act)
4. a. The usual The grantor-trustee(1) 7. Corporate account The corporation
revocable saving
trust account
(grantor is also
trustee)
b. So-called trust The actual owner(1) 8. Association, club, The organization
account is not a religious,
legal or valid charitable,
trust under State educational or
law other tax-exempt
organization
5. Sole proprietorship The owner(3) 9. Partnership The partnership
account
10. A broker or The broker or nominee
registered nominee
11. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or
prison) that
receives
agricultural
program payments
- -------------------------------------------------------------------------------------------
17
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a SSN, 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.
(4) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
18