EXHIBIT (a)(1)(ii)
LETTER OF TRANSMITTAL
to Tender Shares of Common Stock
of
CAREY INTERNATIONAL, INC.
Pursuant to the Offer to Purchase
Dated August 3, 2000
by
ALUWILL ACQUISITION CORP.
and by
CAREY INTERNATIONAL, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON AUGUST 31, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
United States Trust Company of New York
By Overnight Courier and By Hand Delivery to 4:30 By Registered or
by Hand p.m.: Certified Mail:
Delivery after 4:30 p.m.
on
Expiration Date:
United States Trust United States Trust United States Trust
Company Company Company
of New York of New York of New York
30 Broad Street, 14th 30 Broad Street, B-Level P.O. Box 112
Floor New York, NY 10004-2304 Bowling Green Station
New York, NY 10004-2304 New York, NY 10274-0112
For additional information, please call United States Trust Company of New York
at (800) 548-6565
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------
Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank,
exactly as name(s)
appear(s) on Share Share Certificate(s) and Shares Tendered
Certificate(s) tendered) (Attach additional list, if necessary)
- --------------------------------------------------------------------------------
Total Number of
Shares
Represented by
Share Certificate Share Number of Shares
Number(s)* Certificate(s)** Tendered
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Total Shares:
- --------------------------------------------------------------------------------
* Need not be completed by stockholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each Share Certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
[_]I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF COMMON STOCK AND REQUIRE
ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). (SEE INSTRUCTION
10.)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS 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 stockholders either if
certificates evidencing Shares (as defined below) are to be forwarded herewith
or if delivery of Shares is to be made by book-entry transfer to the
Depositary's account at the Depository Trust Company ("DTC" or the "Book-Entry
Transfer Facility") pursuant to the book-entry transfer procedure described in
"The Tender Offer-Section 3 (Procedures for Tendering Shares)" of the Offer to
Purchase (as defined below). DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Stockholders whose certificates evidencing Shares (the "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 in "The Tender Offer-Section 1 (Terms of the
Offer)" of 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
Shares must do so pursuant to the guaranteed delivery procedure described in
"The Tender Offer-Section 3 (Procedures for Tendering Shares)" of the Offer to
Purchase. See Instruction 2.
[_]CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: _________________________________________
Account Number: _____________________ Transaction Code Number: _______
[_]CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED
DELIVERY.
Name(s) of Registered Holder(s): _______________________________________
Window Ticket Number (if any): _________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________
Name of Institution which Guaranteed Delivery: _________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
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Ladies and Gentlemen:
The undersigned hereby tenders to Aluwill Acquisition Corp. ("Acquisition
Company"), a Delaware corporation, and/or to Carey International, Inc., a
Delaware corporation ("Carey International"), (Carey International or
Acquisition Company, individually, is, and Carey International together with
Acquisition Company are, sometimes referred to herein as the "Purchasers") the
above-described shares of common stock, $0.01 par value per share (the
"Shares"), of Carey International, pursuant to the Purchasers' offer to
purchase all outstanding Shares, at $18.25 per Share (the "Offer Price"), 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 August 3, 2000 (the
"Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the undersigned hereby sells, assigns and transfers
to, or upon the order of, the Purchasers all right, title and interest in and
to all the Shares that are being tendered hereby and all dividends,
distributions (including, without limitation, distributions of additional
Shares) and rights declared, paid or distributed in respect of such Shares on
or after July 19, 2000 (collectively, "Distributions"), and irrevocably
appoints the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such 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 Shares and all Distributions, or transfer ownership of such Shares and
all Distributions on the account books maintained by the Book-Entry Transfer
Facility, together, in either case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Purchasers, (ii)
present such Shares and all Distributions for transfer on the books of Carey
International and (iii) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Shares and all Distributions, all in
accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints designees of Purchasers as the attorneys and proxies of the
undersigned, each with full power of substitution, to the full extent of the
undersigned's rights with respect to the Shares tendered by the undersigned
and accepted for payment by the Purchasers (and any and all Distributions).
All such proxies shall be considered coupled with an interest in the tendered
Shares. This appointment will be effective if, when, and only to the extent
that, the Purchasers accept such Shares for payment pursuant to the Offer.
Upon such acceptance for payment, all prior proxies given by the undersigned
with respect to such Shares (and such other Shares and securities) will,
without further action, be revoked, and no subsequent proxies may be given nor
any subsequent written consent executed by the undersigned (and, if given or
executed, will not be deemed to be effective) with respect thereto. The
designees of the Purchasers will, with respect to the Shares and other
securities for which the appointment is effective, be empowered to exercise
all voting and other rights of the undersigned as they in their sole
discretion may deem proper at any annual or special meeting of the
stockholders of Carey International or any adjournment or postponement
thereof, by written consent in lieu of any such meeting or otherwise, and the
Purchasers reserve the right to require that, in order for Shares or other
securities to be deemed validly tendered, immediately upon the Purchasers'
acceptance for payment of such Shares, the Purchasers must be able to exercise
full voting rights with respect to such Shares.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and all Distributions, and that when such Shares are accepted for
payment by the Purchasers, the Purchasers 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 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 the Purchasers to be necessary or desirable to complete the
sale, assignment and transfer of the Shares tendered hereby and all
Distributions. In addition, the undersigned shall remit and transfer promptly
to the Depositary for the account of the Purchasers all Distributions in
respect of the Shares tendered hereby, accompanied by appropriate
documentation of transfer, and, pending
3
such remittance and transfer or appropriate assurance thereof, the Purchasers
shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares tendered
hereby or deduct from such purchase price, the amount or value of such
Distribution as determined by the Purchasers in their 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 otherwise stated in the Offer to Purchase, this tender
is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in "The Tender Offer-Section 3 (Procedures for
Tendering Shares)" of the Offer to Purchase and in the instructions hereto
will constitute the undersigned's acceptance of the terms and conditions of
the Offer. The Purchasers' acceptance of such Shares for payment will
constitute a binding agreement between the undersigned and the Purchasers upon
the terms and subject to the conditions of the Offer, including, without
limitation, the undersigned's representation and warranty that the undersigned
owns the Shares being tendered. The undersigned acknowledges that no interest
will be paid on the Offer Price for tendered Shares regardless of an extension
of the Offer or any delay in making such payment.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing Shares not purchased
or not tendered, in the name(s) of the registered holder(s) appearing above
under "Description of Shares Tendered." Similarly, unless otherwise indicated
in the box entitled "Special Delivery Instructions," please mail the check for
the purchase price of all Shares purchased and all Share Certificates
evidencing 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 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 Shares
purchased and return all Share Certificates evidencing Shares not purchased or
not tendered in the name(s) of, and mail such check and Share Certificates to,
the person(s) so indicated. The undersigned recognizes that the Purchasers do
not have an obligation, pursuant to the Special Payment Instructions, to
transfer any Shares from the name of the registered holder(s) thereof if the
Purchasers do not purchase any of the Shares tendered hereby.
4
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares purchased
or Share Certificates evidencing Shares not tendered or not purchased are to
be issued in the name of someone other than the undersigned or if Shares
tendered hereby and delivered by book-entry transfer which are not purchased
are to be returned by credit to an account at the Book-Entry Transfer Facility
other than that designated above.
Issue: [_] Check [_] Share Certificate(s) to:
Name ______________________________________________________________________
(Print)
Address ___________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(ZIP Code)
___________________________________________________________________________
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9 on reverse side)
Credit unpurchased Shares delivered by book-entry transfer to the
following account: ________________________________________________________
(Account
Number)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares purchased
or Share Certificates evidencing Shares not tendered or not purchased are to
be mailed to someone other than the undersigned, or to the undersigned at an
address other than that shown under "Description of Shares Tendered."
Mail: [_] Check [_] Share Certificate(s) to:
Name ______________________________________________________________________
(Print)
Address ___________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(ZIP Code)
5
IMPORTANT
STOCKHOLDERS: SIGN HERE
(ALSO PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
X _________________________________________________________________________
X _________________________________________________________________________
Signature(s) of Stockholder(s)
Dated: ________________, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share Certificates or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by 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 hereof.)
Name(s): __________________________________________________________________
(Please Print)
Capacity (full title): ____________________________________________________
Address: __________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(Zip Code)
Area Code and Telephone No.: ______________________________________________
Tax Identification or Social Security No.: ________________________________
(See substitute Form W-9 included
herein)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5 HEREOF)
SPACE BELOW FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN THE SPACE BELOW.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers,
Inc., or by a financial institution (including most commercial banks, savings
and loan associations and brokerage houses) that is a bank, broker, dealer,
credit union, savings association or other entity which is a member in good
standing of the Securities Transfer Agents Medallion Program or by any other
bank, broker, dealer, credit union, savings association or other entity which
is an "eligible guarantor institution," as such term is defined in Rule 17Ad-
15 under the Securities Exchange Act of 1934, as amended (each of the
foregoing constituting an "Eligible Institution"), unless (i) this Letter of
Transmittal is signed by the registered holder(s) of the Shares (which term,
for purposes of this document includes any participant in the Book-Entry
Transfer Facility system whose name appears on a security position listing as
the owner of the Shares) tendered hereby and such registered holder(s) has
(have) not completed either the box entitled "Special Payment Instructions" or
the box entitled "Special Delivery Instructions" or (ii) such 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 if either Share Certificates are to be forwarded
herewith or Shares are to be delivered by book-entry transfer pursuant to the
procedure set forth in "The Tender Offer-Section 3 (Procedures for Tendering
Shares)" of the Offer to Purchase. Share Certificates evidencing all
physically tendered Shares, or a confirmation of a book-entry transfer into
the Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered by book-entry transfer, together in each case with a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof), or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry transfer, and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth herein prior to the Expiration Date (as defined
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. Stockholders 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 Shares pursuant to the
guaranteed delivery procedure described in "The Tender Offer-Section 3
(Procedures for Tendering Shares)" of 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 the Purchasers, must be received
by the Depositary prior to the Expiration Date; and (iii) the Share
Certificates representing all tendered Shares in proper form for transfer or
the Book-Entry Confirmation with respect to all such Shares, together with a
properly completed and duly executed Letter of Transmittal for (or a manually
signed facsimile thereof), with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message, and any other required
documents, must be received by the Depositary within three American Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery, all as described in "The Tender Offer-Section 3 (Procedures for
Tendering Shares)" of 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 ELECTION AND RISK OF THE TENDERING STOCKHOLDER.
SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of
Transmittal (or a manually signed facsimile hereof), all tendering
stockholders waive any right to receive any notice of the acceptance of their
Shares for payment.
7
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Share Certificate numbers, the number of
Shares evidenced by such Share Certificates and the number of Shares tendered
should be listed on a separate schedule and attached hereto.
4. Partial Tenders (not applicable to stockholders who tender by Book-Entry
Transfer). If fewer than all the Shares evidenced by any Share Certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares which are to be tendered in the box entitled "Number of
Shares Tendered." In such cases, new Share Certificate(s) evidencing the
remainder of the 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 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 Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Share Certificates evidencing such Shares without
alteration, enlargement or any other change whatsoever.
If any 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 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
Share.
If this Letter of Transmittal is signed by the registered holder(s) of the
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 the 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 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 Shares tendered hereby, Share Certificate(s)
evidencing the 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 for the registered holder, such person should so
indicate when signing, and proper evidence satisfactory to the Purchasers of
such person's authority so to act must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
the Purchasers will pay all stock transfer taxes with respect to the sale and
transfer of any Shares to them or their order pursuant to the Offer. If,
however, payment of the purchase price of any Shares purchased is to be made
to, or Share Certificate(s) evidencing 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 Shares
purchased, unless evidence satisfactory to the Purchasers 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 Shares tendered hereby.
8
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares tendered hereby is to be issued, or Share Certificate(s)
evidencing 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 Shares Tendered" set forth herein, the appropriate
boxes set forth in this Letter of Transmittal must be completed. Stockholders
tendering Shares by book-entry transfer may request that Shares not purchased
be credited to such account at the Book-Entry Transfer Facility as such
stockholder may designate in the box entitled "Special Payment Instructions."
If no such instructions are given, any such Shares not purchased will be
returned by crediting the account at the Book-Entry Transfer Facility
designated herein as the account from which such Shares were delivered.
8. Waiver of Conditions. The conditions to the Offer may be waived by the
Purchasers and Parent in whole or in part at any time and from time to time in
their discretion.
9. Improper Surrender. The Depositary reserves the right to reject any
surrenders of Share Certificate(s) that are defective or irregular in any
respect and may request from persons making such surrenders such additional
documents as the Depositary deems appropriate to cure any such surrender. No
surrender will be deemed to have been effected until all such defects or
irregularities, which have not been waived, have been cured.
10. Lost Certificates. In the event that any stockholder is unable to
deliver to the Depositary the Share Certificate(s) representing his, her or
its Shares due to the loss or destruction of such Share Certificate(s), such
fact should be indicated on the face of this Letter of Transmittal. The
Depositary will forward additional documentation which such stockholder must
complete in order to effectively surrender such lost or destroyed Share
Certificate(s) (including affidavits of loss and indemnity bonds in lieu
thereof). There may be a fee in respect of lost or destroyed Share
Certificates, but surrenders hereunder regarding such lost certificates will
be processed only after such documentation has been submitted to and approved
by the Depositary.
11. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent at the
address or telephone numbers set forth below. Additional copies of the Offer
to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery
may be obtained from the Information Agent or from brokers, dealers,
commercial banks or trust companies.
12. Substitute Form W-9. Each tendering stockholder 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 stockholder is not subject to backup withholding of federal income
tax. If a tendering stockholder has been notified by the Internal Revenue
Service that such stockholder is subject to back-up withholding, such
stockholder must cross out item (2) of the Certification box of the Substitute
Form W-9, unless such stockholder has since been notified by the Internal
Revenue Service that such stockholder is no longer subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the tendering stockholder to 31% federal income tax withholding on the
payment of the purchase price of all Shares purchased from such stockholder.
If the tendering stockholder has not been issued a TIN and has applied for one
or intends to apply for one in the near future, such stockholder 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 stockholder until a TIN is provided to the Depositary.
IMPORTANT: THIS LETTER OF TRANSMITTAL 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 ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN
THE OFFER TO PURCHASE).
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IMPORTANT TAX INFORMATION
Under the federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payor)
with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If the Depositary is not provided with the correct TIN, the
stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such stockholder with respect
to Shares purchased pursuant to the Offer may be subject to backup withholding
of 31%.
Certain stockholders (including, among others, corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's 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 stockholder should consult his or her tax advisor
as to such stockholder's qualification for 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 stockholder. 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. Refunds are not available from the Depositary.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing the form below certifying (i) that the TIN provided on Substitute
Form W-9 is correct (or that such stockholder is awaiting a TIN), and (ii)
that (y) such stockholder has not been notified by the Internal Revenue
Service that such stockholder is subject to backup withholding as a result of
a failure to report all interest or dividends or (z) the Internal Revenue
Service has notified such stockholder that such stockholder is no longer
subject to backup withholding.
What Number to give the Depositary
The stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report. If the tendering stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, the stockholder 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 stockholder until a TIN is provided to the Depositary.
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ALL TENDERING STOCKHOLDERS MUST COMPLETE THE FOLLOWING:
PAYOR'S NAME:
SUBSTITUTE PART I - Taxpayer -------------------
Identification Number - For Social Security
all accounts, enter your Number
taxpayer identification
number on the appropriate
line to the right. (For most
individuals, this is your
social security number. If
you do not have a number,
see Obtaining a Number in
the enclosed Guidelines and
complete as instructed.)
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 payor.
Form W-9
or
Department of the -------------------
Treasury Employer
Internal Revenue Identification
Service Number
(If awaiting TIN
write
"Applied For")
Payer's Request for
Taxpayer Identification
Number ("TIN")
- -------------------------------------------------------------------------------
PART II - For Payees exempt from backup withholding, see the enclosed
Guidelines and complete as instructed therein.
- -------------------------------------------------------------------------------
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 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 a 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 currently 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 such item (2).
(Also see instructions in the enclosed Guidelines.)
- -------------------------------------------------------------------------------
Signature ________________________________________ Date _____________________
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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR
WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that, notwithstanding the information I provided in Part I of the
Substitute Form W-9 (and the fact that I have completed this Certificate of
Awaiting Taxpayer Identification Number), if I do not provide a correct
taxpayer identification number to the Depositary within sixty (60) days, 31%
of all reportable payments made to me thereafter may be withheld.
_________________________________________ _________________________________
Signature Date
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THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
20th Floor
New York, New York 10005-4495
Banks and Brokers Call Collect: (212) 269-5550
All Others call Toll Free: (800) 628-8510
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