Exhibit (a)(2)
Letter of Transmittal
To Tender Shares of Common Stock
of
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
at
$19.89 Net Per Share
Pursuant to the Offer to Purchase Dated September 10, 2004
by
LOLA BROWN TRUST NO. 1B
and
ERNEST HOREJSI TRUST NO. 1B
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, OCTOBER 8, 2004, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
THE COLBENT CORPORATION
By Mail: By Overnight Courier: By Hand:
The Colbent Corporation The Colbent Corporation The Colbent Corporation
Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions
POB 859208 161 Bay State Drive 161 Bay State Drive
Braintree MA 02185-9208 Braintree MA 02184 Braintree MA 02184
By Facsimile:
(781-380-3388)
Confirm Facsimile Transmission:
(781-843-1833 Ext. 200)
Delivery of this Letter of Transmittal to an address other than as set
forth above does not constitute a valid delivery.
All questions regarding the Offer should be directed to the information
agent, MacKenzie Partners, Inc., at its address and telephone numbers as set
forth on the back cover page of the offer to purchase.
The instructions set forth in this letter of transmittal should be read
carefully before this letter of transmittal is completed.
DESCRIPTION OF SHARES TENDERED
Name(s) and address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) Shares Tendered
appear(s) on share certificate(s)) (Attach Additional Signed List if Necessary)
- ------------------------------------------------------------------------------------------------------------------------------------
Total
Number of
Shares Number
Certificate Represented by of Shares
Number(s)* Certificate(s)* Tendered**
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Total Shares
* Need not be completed if transfer is made by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all shares described
above are being tendered. See Instruction 4.
- --------------------------------------------------------------------------------
DIVIDEND REINVESTMENT PLAN SHARES
(SEE INSTRUCTION 12)
THIS SECTION IS TO BE COMPLETED ONLY BY PARTICIPANTS IN THE DIVIDEND
REINVESTMENT PLAN WHO WISH TO TENDER SHARES HELD BY THE DIVIDEND REINVESTMENT
PLAN.
|_| Check here to instruct the depositary to tender on behalf of the
undersigned ALL the shares credited to the Dividend Reinvestment Plan
account of the undersigned (including any shares purchased on or after
September 10, 2004 and credited to such account, which are not
reflected on the pre-addressed label).
|_| Check here to instruct the depositary to tender on behalf of the
undersigned the following number of shares credited to the Dividend
Reinvestment Plan account of the undersigned:
______________________________________________________________________
- --------------------------------------------------------------------------------
This letter of transmittal is to be used either if certificates for shares
(as defined below) are to be forwarded herewith or, unless an agent's message
(as defined in Section 6 of the Offer to Purchase (as defined below)) is
utilized, if delivery of shares is to be made by book-entry transfer to an
account maintained by the depositary (as defined below) at the book-entry
transfer facility (as defined in Section 6 of the Offer to Purchase) pursuant to
the procedures set forth in Section 7 of the Offer to Purchase. Tendering
stockholders whose certificates for shares are not immediately available or who
cannot deliver either the certificates for, or a book-entry confirmation (as
defined in Section 6 of the Offer to Purchase) with respect to, their shares and
all other documents required hereby to the depositary prior to the expiration
date (as defined in Section 5 of the Offer to Purchase) must tender their shares
in accordance with the guaranteed delivery procedures set forth in Section 7 of
the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
|_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH tHE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: ____________________________________________
Account Number: ________________________________________________________
Transaction Code Number: _______________________________________________
|_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY. ENCLOSE A PHOTOCOPY
OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owners(s): __________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Institution that Guaranteed Delivery: _____________________________
If delivered by book-entry transfer, check box: |_|
Name of Tendering Institution: _________________________________________
Account Number: ________________________________________________________
Transaction Code Number: _______________________________________________
IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST
OR DESTROYED, SEE INSTRUCTION 11.
NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Lola Brown Trust No. 1B, an
irrevocable grantor trust domiciled and administered in South Dakota (the "Lola
Trust") and the Ernest Horejsi Trust No. 1B, an irrevocable grantor trust
domiciled and administered in South Dakota (the "Ernest Trust" and, together
with the Lola Trust, the "Purchasers"), the above-described shares of common
stock, par value $0.0001 per share (the "shares"), of Neuberger Berman Real
Estate Income Fund Inc., a Maryland corporation ("NRL"), on the terms and
subject to the conditions set forth in the Purchasers' Offer to Purchase dated
September 10, 2004 (the "Offer to Purchase"), and this letter of transmittal
(which, together with any amendments or supplements thereto or hereto,
collectively constitute the "Offer"), receipt of which is hereby acknowledged.
Subject to and effective on acceptance for payment of, and payment for, the
shares tendered herewith in accordance with the terms of the Offer, 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 any and all non-cash dividends, distributions,
rights, other shares or other securities issued or issuable in respect thereof
on or after September 9, 2004 (collectively, "Distributions")) and irrevocably
constitutes and appoints The Colbent Corporation (the "depositary"), the true
and lawful agent and attorney-in-fact of the undersigned, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to the full extent of the undersigned's rights with
respect to such shares (and any and all Distributions), to (a) deliver
certificates for such shares (and any and all Distributions) or transfer
ownership of such shares (and any and all Distributions) on the account books
maintained by the book-entry transfer facility, together, in any such case, with
all accompanying evidences of transfer and authenticity to, or upon the order of
the Purchasers, (b) present such shares (and any and all Distributions) for
transfer on NRL's books and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such shares (and any and all Distributions),
all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the shares
tendered hereby and, when the same are accepted for payment by the Purchasers,
the Purchasers will acquire good title thereto, free and clear of all liens,
restrictions, claims and encumbrances, and the same will not be subject to any
adverse claim or right. The undersigned will, on request by the depositary or
the Purchasers, execute any 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 any and all such other shares or
other securities or rights), all in accordance with the terms of the Offer.
All authority conferred or agreed to be conferred pursuant to this letter
of transmittal shall be binding on the successors, assigns, heirs, personal
representatives, executors, administrators and other legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
The undersigned hereby irrevocably appoints Stephen C. Miller and Nicole L.
Murphey, and each of them, and any other designees of the Purchasers, the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote at any annual, special or adjourned meeting of NRL's
stockholders or otherwise in such manner as each such attorney-in-fact and proxy
or his/her substitute shall in his/her sole discretion deem proper, to execute
any written consent concerning any matter as each such attorney-in-fact and
proxy or his/her substitute shall in his/her sole discretion deem proper, and to
otherwise act as each such attorney-in-fact and proxy or his/her substitute
shall in his/her sole discretion deem proper, with respect to the shares
tendered hereby that have been accepted for payment by the Purchasers prior to
the time any such action is taken and with respect to which the undersigned is
entitled to vote. This appointment is effective when, and only to the extent
that, the Purchasers accept for payment such shares as provided in the Offer to
Purchase. This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for payment of such shares in accordance with
the terms of the Offer. Upon such acceptance for payment, all prior powers of
attorney, proxies and consents given by the undersigned with respect to such
shares will, without further action, be revoked and no subsequent powers of
attorney, proxies, consents or revocations may be given (and, if given, will not
be effective) by the undersigned.
The undersigned understands that the valid tender of shares pursuant to any
of the procedures described in Section 7 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Purchasers on the terms and subject to the conditions of the Offer.
It is a violation of Rule 14e-4 promulgated under the Exchange Act for a
person acting alone or in concert with others, directly or indirectly, to tender
shares for such person's own account unless at the time of tender and at the
expiration date such person has a "net long position" in (a) the shares that is
equal to or greater than the amount tendered and will deliver or cause to be
delivered such shares for the purpose of tender to the Purchasers within the
period specified in the Offer, or (b) other securities immediately convertible
into, exercisable for or exchangeable into shares ("Equivalent Securities") that
is equal to or greater than the amount tendered and, upon the acceptance of such
tender, will acquire such shares by conversion, exchange or exercise of such
Equivalent Securities to the extent required by the terms of the Offer and will
deliver or cause to be delivered such shares so acquired for the purpose of
tender to the Purchasers within the period specified in the Offer. Rule 14e-4
also provides a similar restriction applicable to the tender or guarantee of a
tender on behalf of another person. A tender of shares made pursuant to any
method of delivery set forth herein will constitute the tendering shareholder's
representation and warranty to the Purchasers that (a) such shareholder has a
"net long position" in shares or Equivalent Securities being tendered within the
meaning of Rule 14e-4, and (b) such tender of shares complies with Rule 14e-4.
Our acceptance for payment of shares tendered pursuant to the Offer will
constitute a binding agreement between the tendering shareholder and the
Purchasers upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for payment of the purchase price and/or return any
certificates for shares not tendered or accepted for payment in the name(s) of
the registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for payment of the purchase price and/or return any
certificates for shares not tendered or accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered." In the event that both the
"Special Delivery Instructions" and the "Special Payment Instructions" are
completed, please issue the check for payment of the purchase price and/or
return any certificates for shares not tendered or accepted for payment (and any
accompanying documents, as appropriate) in the name(s) of, and deliver such
check and/or return such certificates (and any accompanying documents, as
appropriate) to, the person or persons so indicated. Please credit any shares
tendered herewith by book-entry transfer that are not accepted for payment by
crediting the account at the book-entry transfer facility designated above. The
undersigned recognizes that the Purchasers have no 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 accept for payment any of
the shares so tendered.
____________________________________________________________________________________________________________________________________
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if certificates for shares not To be completed ONLY if certificates for shares not
tendered or not accepted for payment and/or the check for tendered or not accepted for payment and/or the check for
payment of the purchase price of shares accepted for payment payment of the purchase price of shares accepted for payment
are to be issued in the name of someone other than the are to be sent to someone other than the undersigned or to
undersigned. the undersigned at an address other than that above.
Issue: |_| Check Mail: |_| Check
|_| Certificate(s) to: |_| Certificate(s) to:
Name _________________________________________________ Name _______________________________________________
(Please print) (Please print)
Address ______________________________________________ Address ____________________________________________
______________________________________________________ ____________________________________________________
______________________________________________________ ____________________________________________________
(Include Zip Code) (Include Zip Code)
______________________________________________________ ____________________________________________________
(Employer Identification or Social Security Number) (Employer Identification or Social Security Number)
____________________________________________________________________________________________________________________________________
SIGN HERE
(Also Complete Substitute Form W-9 Below)
________________________________________________________________________________
________________________________________________________________________________
(Signature(s) of Stockholder(s))
Dated: ___________________________________, 2004
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) for the shares 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 a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)
Name(s): _______________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (Full Title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone Number: ________________________________________
Employer Identification or Social Security Number: _____________________________
(Complete Accompanying Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(If Required--See Instructions 1 and 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
(Please Print)
Name of Firm: __________________________________________________________________
Title: _________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone Number: ________________________________________
Dated: ________________________________________, 2004
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. No signature guarantee is required on this
letter of transmittal (a) if this letter of transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction 1, includes
any participant in the book-entry transfer facility's system whose name appears
on a security position listing as the owner of the shares) of shares tendered
herewith, unless such registered holder(s) has completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this letter of transmittal or (b) if such shares are tendered
for the account of a firm that is a member in good standing of a recognized
Medallion Program approved by the Securities Transfer Association, Inc.,
including the Securities Transfer Agents Medallion Program, the New York Stock
Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion
Program, or is otherwise an "eligible guarantor institution," as that term is
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended
(each, an "eligible institution"). In all other cases, all signatures on this
letter of transmittal must be guaranteed by an eligible institution. See
Instruction 5.
2. Requirements of Tender. This letter of transmittal is to be completed by
stockholders either if certificates are to be forwarded herewith or, unless an
agent's message (as defined below) is utilized, if delivery of shares is to be
made pursuant to the procedures for book-entry transfer set forth in Section 7
of the Offer to Purchase. For a stockholder validly to tender shares pursuant to
the Offer, either (a) a letter of transmittal (or a facsimile thereof), properly
completed and duly executed, together 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 at one of its addresses
set forth on the back of this letter of transmittal prior to the expiration date
and either certificates for tendered shares must be received by the depositary
at one of such addresses or shares must be delivered pursuant to the procedures
for book-entry transfer set forth herein (and a book-entry confirmation must be
received by the depositary), in each case prior to the expiration date, or (b)
the tendering stockholder must comply with the guaranteed delivery procedures
set forth below and in Section 7 of the Offer to Purchase.
Stockholders whose certificates for shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
depositary or complete the procedures for book-entry transfer prior to the
expiration date may tender their shares by properly completing and duly
executing the notice of guaranteed delivery pursuant to the guaranteed delivery
procedures set forth in Section 7 of the Offer to Purchase. Pursuant to such
procedures, (a) such tender must be made by or through an eligible institution,
(b) a properly completed and duly executed notice of guaranteed delivery,
substantially in the form provided by the Purchasers, must be received by the
depositary prior to the expiration date and (c) the certificates for all
tendered shares in proper form for transfer (or a book-entry confirmation with
respect to all such shares), together with a letter of transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or, in the case of a book-entry transfer, an agent's message, and
any other required documents, must be received by the depositary, in each case
within three trading days after the date of execution of such notice of
guaranteed delivery as provided in Section 7 of the Offer to Purchase. A
"trading day" is any day on which the New York Stock Exchange is open for
business. The term "agent's message" means a message transmitted by the
book-entry transfer facility to, and received by, the depositary and forming a
part of a book-entry confirmation, which states that such book-entry transfer
facility has received an express acknowledgment from the participant in the
book-entry transfer facility tendering the shares that such participant has
received and agrees to be bound by the terms of the letter of transmittal and
that the Purchasers may enforce such agreement against such participant.
The method of delivery of shares, this letter of transmittal and all other
required documents, including delivery through the book-entry transfer facility,
is at the sole election and risk of the tendering stockholder. Shares 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, overnight courier or 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. All tendering stockholders, by execution of
this letter of transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance for payment of their shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of shares should be listed on a separate
schedule attached hereto.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the shares represented by any certificate submitted
to the depositary are to be tendered, fill in the number of shares that are to
be tendered in the box entitled "Number of Shares Tendered." In any such case,
new certificate(s) for the remainder of the shares that were evidenced by the
old certificate(s) will be sent to the registered holder(s), unless otherwise
provided in the appropriate box on this letter of transmittal, as soon as
practicable after the acceptance for payment of, and payment for, the shares
tendered herewith. All shares represented by 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 certificate(s) without any change whatsoever.
If any of the shares tendered hereby are owned of record by two or more
joint owners, all such persons must sign this letter of transmittal.
If any shares tendered hereby are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
letters of transmittal as there are different registrations of certificates.
If this letter of transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Purchasers of the authority of such person so to act must be submitted with
this letter of transmittal.
If this letter of transmittal is signed by the registered owner(s) of the
shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made, or certificates
for shares not tendered or accepted for payment are to be issued, to a person
other than the registered owner(s). Signatures on any such certificates or stock
powers must be guaranteed by an eligible institution.
If this letter of transmittal is signed by a person other than the
registered owner(s) of the shares tendered hereby, the certificate(s)
representing such shares must be properly endorsed for transfer or accompanied
by appropriate stock powers, in either case signed exactly as the name(s) of the
registered owner(s) appear(s) on the certificates(s). The signature(s) on any
such certificate(s) or stock power(s) must be guaranteed by an eligible
institution.
6. Stock Transfer Taxes. The Purchasers will pay any stock transfer taxes
with respect to the transfer and sale of shares to them pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or if shares not
tendered or accepted for payment are to be registered in the name of, any
person(s) other than the registered owner(s), or if shares tendered hereby are
registered in the name(s) of any person(s) other than the person(s) signing this
letter of transmittal, the amount of any stock transfer taxes (whether imposed
on the registered owner(s) or such person(s)) payable on account of the transfer
to such person(s) will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted with
this letter of transmittal.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this letter of
transmittal.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any shares accepted for payment is to be issued in the name of, and/or
certificates for any shares not accepted for payment or not tendered are to be
issued in the name of and/or returned to, a person other than the signer of this
letter of transmittal or if a check is to be sent, and/or such certificates are
to be returned, to a person other than the signer of this letter of transmittal
or to an address other than that shown above, the appropriate boxes on this
letter of transmittal should be completed.
8. Waiver of Conditions. The Purchasers reserve the right, subject to the
applicable rules and regulations of the Securities and Exchange Commission, to
waive any of the specified conditions of the Offer, in whole or in part, in the
case of any shares tendered.
9. 28% Backup Withholding. In order to avoid backup withholding of U.S.
federal income tax on payments of cash pursuant to the Offer, a stockholder
surrendering shares in the Offer must, unless an exemption applies, provide the
depositary with such stockholder's correct taxpayer identification number
("TIN") on Substitute Form W-9 below in this letter of transmittal and certify
under penalties of perjury that such TIN is correct and that such stockholder is
not subject to backup withholding. If a stockholder does not provide such
stockholder's correct TIN or fails to provide the certifications described
above, the Internal Revenue Service (the "IRS") may impose a $50 penalty on such
stockholder and payment of cash to such stockholder pursuant to the Offer may be
subject to backup withholding of 28%.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the U.S. federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the stockholder upon filing an
income tax return.
A tendering stockholder is required to give the depositary the TIN (i.e.,
social security number or employer identification number) of the record owner of
the shares being tendered. If the shares are held 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.
The box in part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in part 3 is checked,
the stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the depositary will
withhold 28% on all payments made prior to the time a properly certified TIN is
provided to the depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the depositary within 60 days.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and the appropriate Form W-8, Certificate of Foreign Status, a copy of
which may be obtained from the depositary, in order to avoid backup withholding.
See the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for more instructions.
10. Requests for Assistance or Additional Copies. Questions and requests
for assistance or additional copies of the Offer to Purchase, this letter of
transmittal, the notice of guaranteed delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the information agent at its address set forth on the last page of
this letter of transmittal.
11. Lost, Destroyed or Stolen Certificates. If any certificate representing
shares has been lost, destroyed or stolen, the stockholder should promptly
notify the transfer agent for the shares, Bank of New York, at 1-800-524-4458.
The stockholder will then be instructed as to the steps that must be taken in
order to replace the certificate. This letter of transmittal and related
documents cannot be processed until the procedures for replacing lost, destroyed
or stolen certificates have been followed.
12. Dividend Reinvestment Plan. If you desire to tender shares credited to
your account under NRL's Dividend Reinvestment Plan, you should complete the
provisions under the caption "Dividend Reinvestment Plan Shares" above. A
participant in the Dividend Reinvestment Plan may complete this box on only one
letter of transmittal submitted by the participant. If a stockholder tenders
shares held in the Dividend Reinvestment Plan, all shares credited to the
stockholder's account(s) (including any shares purchased on or after September
10, 2004 and credited to such account(s), which are not reflected on the
pre-addressed label included herewith) will be tendered, unless otherwise
specified above in the box entitled "Dividend Reinvestment Plan Shares." In the
event that the box captioned "Dividend Reinvestment Plan Shares" is not
completed, no shares held in the tendering stockholder's Dividend Reinvestment
Plan account will be tendered.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF), TOGETHER 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 PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES
MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH
CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH
THE PROCEDURES FOR GUARANTEED DELIVERY.
PAYER'S NAME: THE COLBENT CORPORATION
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT Social Security Number(s) OR
Form W-9 AND CERTIFY BY SIGNING AND DATING BELOW Employer Identification
Department of the Treasury Number(s)
Internal Revenue Service _____________________________
Payer's Request for Taxpayer
Identification Number ("TIN")
______________________________________________________________________________________________
Part 2--Certifications--Under penalties of perjury, I |_| Part 3 -- Awaiting TIN
certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting for a |_| Part 4 -- Exempt TIN
number to be issued to me);
(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 (the
"IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends
or (c) the IRS has notified me that I am no longer
subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident
alien)
______________________________________________________________________________________________
Certification Instructions -- You must cross out item (2) in Part 2 above if
you have been notified by the IRS that you are subject to backup withholding
because of underreporting interest or 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
stating you are no longer subject to backup withholding, do not cross out
such item (2). If you are exempt from backup withholding, check the box in
Part 4.
Signature: ____________________________________ Date: ____________________________ , 2004
Name: ____________________________________________________________________________________
(Please Print)
Address: _________________________________________________________________________________
(Please Print)
NOTE:FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 28% 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 INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me and that either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the depositary by the
time of payment, 28% of all reportable payments made to me will be withheld.
Signature: _________________________________ Date: _____________________________
The letter of transmittal, certificates for shares and any other required
documents should be sent or delivered by each stockholder of NRL or such
stockholder's bank, broker, dealer, trust company or other nominee to the
depositary at one of its addresses set forth below.
The Depositary for the Offer is:
THE COLBENT CORPORATION
By Mail: By Overnight Courier: By Hand:
The Colbent Corporation The Colbent Corporation The Colbent Corporation
Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions
POB 859208 161 Bay State Drive 161 Bay State Drive
Braintree MA 02185-9208 Braintree MA 02184 Braintree MA 02184
By Facsimile:
(781-380-3388)
Confirm Facsimile Transmission:
(781-843-1833 Ext. 200)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Questions and requests for assistance may be directed to the information
agent at the address 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. You may also contact your bank, broker,
dealer, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
[GRAPHIC OMITTED]
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
(800) 322-2885 (Toll Free)
E-MAIL: proxy@mackenziepartners.com