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EXHIBIT (a)(2)
Letter of Transmittal
To Tender Shares of Common Stock
of
CSI Computer Specialists, Inc.
Pursuant to the Offer to Purchase, Dated April 26, 2000
by
Interactive Systems, Inc.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON
TUESDAY, MAY 23, 2000, UNLESS THE OFFER IS EXTENDED.
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The Depositary for the Offer is:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By Mail: By Hand: By Overnight Courier:
Reorganization Department Reorganization Department Reorganization Department
2 Broadway, 19th Floor 2 Broadway, 19th Floor 2 Broadway, 19th Floor
New York, NY 10004 New York, NY 10004 New York, NY 10004
Facsimile Transmission Number:
(212) 509-5150
Confirm Receipt of Facsimile by Telephone:
(212) 845-3226
Delivery of this instrument to an address, or transmission of instructions
via facsimile, other than as set forth above does not constitute a valid
delivery. 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 of CSI
Computer Specialists, Inc., a Delaware corporation, either if certificates
("Share Certificates") representing shares of Common Stock, par value $0.001 per
share (the "Common Shares"), are to be forwarded herewith or, unless an Agent's
Message (as defined in the Offer to Purchase) is utilized, if delivery of the
Common Shares is to be made by book-entry transfer to an account maintained by
Continental Stock Transfer & Trust Company (the "Depositary") at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures
set forth in Section 3, "Procedures for Accepting the Offer and Tendering
Shares," of the Offer to Purchase dated April 26, 2000 (the "Offer to
Purchase"). DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN
ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
Stockholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other required documents to the
Depositary on or prior to the expiration date of the Offer or who are unable to
complete the procedure for book-entry transfer prior to the expiration date of
the Offer may nevertheless tender their Common Shares pursuant to the guaranteed
delivery procedures set forth in Section 3, "Procedures for Accepting the Offer
and Tendering Shares," in the Offer to Purchase. See Instruction 2 below.
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DESCRIPTION OF COMMON SHARES TENDERED
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Name(s) and address(es) of registered holder(s)share certificate(s) and share(s)
(Please fill in, if blank, exactly as tendered (attach additional
name(s) appear(s) on certificate(s)) signed list if necessary)
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Total Number of
Common Share Common Shares Number of
Certificate(s) Represented by Common Shares
Number(s)* Certificate(s)* Tendered**
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Total Common
Shares
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* Certificate numbers are not required if tender is made by book-entry transfer.
** If you desire to tender fewer than all Common Shares represented by a
certificate listed above, please indicate in this column the number of Common
Shares you wish to tender. Otherwise, all Common Shares represented by such
certificate will be deemed to have been tendered. See Instruction 4.
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CHECK HERE IF COMMON 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:
Name of Tendering Institution Check Box of Book-Entry Transfer Facility:
DTC
Provide Account Number and Transaction Code Number:
Account Number
Transaction Code Number
CHECK HERE IF COMMON SHARES ARE BEING DELIVERED 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: SIGNATURE(S) MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Interactive Systems, Inc., a Virginia
corporation (the "Purchaser"), the above-described shares of Common Stock, par
value $0.001 per share (the "Common Shares"), of CSI Computer Specialists, Inc.,
a Delaware corporation (the "Company"), pursuant to the Purchaser's offer to
purchase all outstanding Common Shares at $1.00 per Common Share, net to the
seller in cash (less any required withholding taxes), without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated April 26, 2000 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this letter of transmittal (the "Letter of Transmittal,"
which together with the Offer to Purchase, as amended or supplemented from time
to time, collectively constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Common Shares
tendered herewith, in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Purchaser all
right, title and interest in and to all the Common Shares that are being
tendered hereby and all dividends, distributions (including, without limitation,
distributions of additional Common Shares) and rights declared, paid or
distributed in respect of such Common Shares on or after April 26, 2000
(collectively, "Distributions") and irrevocably appoints Continental Stock
Transfer & Trust Company (the "Depositary") the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Common Shares and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates representing Common Shares ("Share Certificates") and all
Distributions, or transfer ownership of such Common 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 Purchaser; (ii) present such Common Shares and all
Distributions for transfer on the books of the Company; and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Common Shares and all Distributions, all in accordance with the terms of the
Offer.
The undersigned hereby irrevocably appoints designees of the Purchaser as
agent, attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to vote in such manner as such attorney and proxy or his or her
substitute shall, in his or her sole discretion, deem proper and otherwise act
(by written consent or otherwise) with respect to all the Common Shares tendered
herewith and which have been accepted for payment by the Purchaser prior to the
time of such vote or other action and all Common Shares and other securities
issued in Distributions in respect of such Common Shares which the undersigned
is entitled to vote at any meeting of stockholders of the Company (whether
annual or special and whether or not an adjourned or postponed meeting) or
consent in lieu of any such meeting or otherwise. This proxy and power of
attorney is coupled with an interest in the Common Shares tendered herewith, is
irrevocable and is granted in consideration of, and is effective upon, the
acceptance for payment of such Common Shares by the Purchaser in accordance with
the terms of the Offer. Such acceptance for payment shall revoke all other
proxies and powers of attorney granted by the undersigned at any time with
respect to such Common Shares (and all Common Shares and other securities issued
in Distributions in respect of such Common Shares), and no subsequent proxy or
power of attorney shall be given or written consent executed (and if given or
executed, shall not be effective) by the undersigned with respect thereto. The
undersigned understands that, in order for the Common Shares to be deemed
validly tendered, immediately upon the Purchaser's acceptance of such Common
Shares for payment the Purchaser or its designee must be able to exercise full
voting, consent and other rights with respect to such Common Shares and other
securities, including, without limitation, voting at any meeting of the
Company's stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Common Shares
tendered herewith and all Distributions, and that when such Common Shares are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges and encumbrances, and that none of
such Common Shares or 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 Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Common Shares tendered
herewith and all Distributions. In addition, the undersigned shall remit and
transfer promptly to the Depositary for the account of the Purchaser all
Distributions in respect of the Common Shares tendered hereby and accepted for
payment, accompanied by appropriate documentation of transfer, and pending such
remittance and transfer or appropriate assurance thereof, the Purchaser shall be
entitled to all rights and privileges as owner of each such Distribution and may
withhold the entire purchase price of the Common Shares tendered hereby and
accepted for payment, or deduct from such purchase price, the amount or value of
such Distribution as determined by the Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable. See
Section 4 in the Offer to Purchase.
The undersigned understands that tenders of Common Shares pursuant to any
one of the procedures described in Section 3, "Procedures for Accepting the
Offer and 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 Purchaser's acceptance of such Common Shares for payment will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. Without limiting the
foregoing, if the price to be paid in the Offer is amended in accordance with
the Offer, the price to be paid to the undersigned will be the amended price
notwithstanding the fact that a different price is stated in this Letter of
Transmittal. The undersigned recognizes that under certain circumstances set
forth in the Offer to Purchase, the Purchaser may not be required to accept for
payment any of the Common Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Common
Shares purchased, and return all Share Certificates not purchased or not
tendered in the name(s) of the registered holder(s) appearing above in the box
entitled "Description of Common Shares Tendered." Similarly, unless otherwise
indicated in the box entitled "Special Delivery Instructions," please mail the
check for the purchase price of all Common Shares purchased and all Share
Certificates not tendered or not purchased (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above in
the box entitled "Description of Common Shares Tendered." In the event that the
boxes entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue the check for the purchase price
of all Common Shares purchased and return all Share Certificates not purchased
or not tendered in the name(s) of, and mail such check and Share Certificates
to, the person(s) so indicated. Unless otherwise indicated herein in the box
entitled "Special Payment Instructions," please credit any Common Shares
tendered hereby and delivered by book-entry transfer, but which are not
purchased, by crediting the account at the Book-Entry Transfer Facility. The
undersigned recognizes that the Purchaser has no obligation, pursuant to the
Special Payment Instructions, to transfer any Common Shares from the name of the
registered holder(s) thereof if the Purchaser does not purchase any of the
Common Shares tendered herewith.
The undersigned understands that the Purchaser reserves the right to
transfer or assign, in whole at any time, or in part from time to time, to one
or more of its affiliates, the right to purchase all or any portion of the
Common Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Purchaser of its obligations under the Offer and
will in no way prejudice the rights of tendering stockholders to receive payment
for Common Shares validly tendered and accepted for payment pursuant to the
Offer.
CHECK HERE IF ANY OF THE SHARE CERTIFICATES REPRESENTING COMMON SHARES THAT
YOU OWN HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 9.
Number of Common Shares represented by the lost or destroyed Share Certificates:
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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 Share Certificates not
tendered or not purchased and/or the check for the
purchase price of the Common Shares purchased are to be
issued in the name of and sent to someone other than
the undersigned, or if Common Shares tendered by
book-entry transfer which are not purchased are to be
returned by credit to an account maintained at the
Book-Entry Transfer Facility other than the account
indicated above.
Issue Check Certificate(s) to:
Name:
(Please Print)
Address:
(Include Zip Code)
(Tax Identification or Social Security No.)
(See Substitute Form W-9 Included Herein)
Credit unpurchased Common Shares tendered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below:
(Account Number)
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To be completed ONLY if Share Certificates not
tendered or not purchased and/or the check for the
purchase price of the Common Shares purchased are to
be sent to someone other than the undersigned, or to
the undersigned at an address other than that shown
above.
Mail Check Certificate(s) to:
Name:
(Please Print)
Address:
(Include Zip Code)
(Tax Identification or Social Security No.)
(See Substitute Form W-9 Included Herein)
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SIGN HERE
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AND PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN
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Signature(s) of Holder(s)
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Dated: , 2000
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by Share Certificate(s) and documents transmitted
herewith. If a signature is by an officer on behalf of a corporation or by an
executor, administrator, trustee, guardian, attorney-in-fact, agent or other
person acting in a fiduciary or representative capacity, please provide the
following information. See Instructions 1 and 5.)
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Name(s)
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(Please Type or Print)
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Capacity (full title)
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Address
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(Include Zip Code)
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Area Code and Telephone Number
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Taxpayer Identification or Social Security No.
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COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN
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GUARANTEE OF SIGNATURE(S)
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(SEE INSTRUCTIONS 1 AND 5)
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FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
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Authorized Signature
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Name
(Please Type or Print)
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Title
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Name of Firm
Address
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(Include Zip Code)
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Dated: , 2000
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
To complete the Letter of Transmittal, you must do the following:
- - Fill in the box entitled "Description of Common Shares Being Tendered."
- - Sign and date the Letter of Transmittal in the box entitled "Sign Here."
- - Fill in and sign in the box entitled "Substitute Form W-9."
In completing the Letter of Transmittal, you may (but are not required to)
also do the following:
- - If you want the payment for any Common Shares purchased issued in the
name of another person, complete the box entitled
"Special Payment Instructions."
- - If you want any certificate for Common Shares not tendered or
Common Shares not purchased issued in the name of another person,
complete the box entitled "Special Payment Instructions."
- - If you want any payment for Common Shares or certificate for
Common Shares not tendered or purchased delivered to an address
other than that appearing under your signature, complete the box
entitled "Special Delivery Instructions."
If you complete the box entitled "Special Payment Instructions" or "Special
Delivery Instructions," you must have your signature guaranteed by an Eligible
Institution (as defined in Instruction 1 below) unless the Letter of Transmittal
is signed by an Eligible Institution.
1. Guarantee of Signatures. No signature guarantee on this Letter of Transmittal
is required (i) if this Letter of Transmittal is signed by the registered
holder(s) of the Common Shares (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Common Shares) tendered herewith,
unless such holder has completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" on this Letter
of Transmittal, or (ii) if such Common Shares are tendered for the account of a
firm that is a member in good standing of the Security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program (each being hereinafter referred to as 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. Delivery of Letter of Transmittal and Share Certificates. This Letter of
Transmittal is to be used either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message (as defined below) is used, if Common
Shares are to be delivered by book-entry transfer pursuant to the procedure set
forth in Section 3, "Procedures for Accepting the Offer and Tendering Shares,"
of the Offer to Purchase. Share Certificates representing all physically
tendered Common Shares, or confirmation of a book-entry transfer, if such
procedure is available, into the Depositary's account at the Book-Entry Transfer
Facility ("Book-Entry Confirmation") of all Common Shares delivered by
book-entry transfer together with a properly completed and duly executed Letter
of Transmittal (or facsimile thereof), or an Agent's Message in the case of
book-entry transfer, and any other documents required by this Letter of
Transmittal, must be received by the Depositary at its address set forth herein
prior to the expiration date of the Offer. 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 on or before the expiration date of the Offer or who cannot complete
the procedure for delivery by book-entry transfer on a timely basis may tender
their Common Shares pursuant to the guaranteed delivery procedure described in
Section 3, "Procedures for Accepting the Offer and 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
Purchaser, must be received by the Depositary on or before the expiration date
of the Offer; and (iii) the Share Certificates representing all physically
delivered Common Shares in proper form for transfer by delivery, or Book-Entry
Confirmation of all Common Shares delivered by book-entry transfer, in each case
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 documents required by
this Letter of Transmittal, must be received by the Depositary within three
trading days after the date of execution of such Notice of Guaranteed Delivery,
all as described in Section 3, "Procedures for Accepting the Offer and Tendering
Shares," of the Offer to Purchase.
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 the
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 tendering the Common Shares that such participant has received
this Letter of Transmittal and agrees to be bound by the terms of this Letter of
Transmittal and that the Purchaser may enforce such agreement against such
participant.
The method of delivery of this Letter of Transmittal, Share Certificates
and all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and risk of the tendering stockholder, and
the delivery will be deemed made 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 Common Shares will be purchased. By execution of this Letter of
Transmittal (or facsimile hereof), all tendering stockholders waive any right to
receive any notice of the acceptance of their Common Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of Common
Shares Tendered" is inadequate, the certificate numbers, the number of Common
Shares represented by such Share Certificates and the number of Common Shares
tendered should be listed on a separate schedule and attached hereto.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all of the Common Shares represented by any Share
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of Common Shares which are to be tendered under "Number of Common
Shares Tendered" in the box entitled "Description of Common Shares Tendered." In
such cases, a new certificate representing the remainder of the Common Shares
that were represented by the Share Certificates delivered to the Depositary
herewith will be sent to each person signing this Letter of Transmittal, unless
otherwise provided in the box entitled "Special Delivery Instructions" herein,
as soon as practicable after the expiration or termination of the Offer. All
Common Shares represented by Share Certificates delivered to the Depositary will
be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this
Letter of Transmittal is signed by the registered holder(s) of the Common Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificates evidencing such Common Shares without
alteration, enlargement or any other change whatsoever.
If any Common Share tendered hereby is owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Common Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Common Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Common Shares tendered hereby, no endorsements of Share Certificates or separate
stock powers are required, unless payment is to be made to, or Share
Certificates 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) representing the Common Shares tendered hereby must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Common Shares tendered hereby, the Share
Certificate(s) representing the Common Shares tendered hereby must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal or any 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 Purchaser of such person's authority to so act must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, the
Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Common Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any Common Shares purchased is to be
made to, or Share Certificate(s) representing Common Shares not tendered or
accepted for payment are to be issued in the name of, a person other than the
registered holder(s), the amount of any stock transfer taxes (whether imposed on
the registered holder(s), such other person or otherwise) payable on account of
the transfer to such other person will be deducted from the purchase price of
such Common Shares purchased, unless evidence satisfactory to the Purchaser of
the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificates representing the
Common Shares tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the purchase price
of any Common Shares tendered herewith is to be issued, or Share Certificate(s)
representing Common Shares not tendered or not purchased are to be issued, in
the name of a person other than the person(s) signing this Letter of Transmittal
or if such check or any such Share Certificate is to be sent to someone other
than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal but at an address other than that shown in
the box entitled "Description of Common Shares Tendered" herein, the appropriate
boxes in this Letter of Transmittal must be completed. Stockholders delivering
Common Shares tendered herewith by book-entry transfer may request that Common
Shares not purchased be credited to the account maintained at the Book-Entry
Transfer Facility as such stockholder may designate in the box entitled "Special
Payment Instructions" herein. If no such instructions are given, all such Common
Shares not purchased will be returned by crediting the same account at the
Book-Entry Transfer Facility as the account from which such Common Shares were
delivered.
8. Waiver of Conditions. The conditions of the Offer may be waived, in whole or
in part, by the Purchaser, in its sole discretion, at any time and from time to
time, in the case of any Common Shares tendered. See Section 10 of the Offer to
Purchase.
9. Lost, Destroyed or Stolen Certificates. If any certificate(s) representing
Common Shares has been lost, destroyed or stolen, the stockholder should
promptly contact Continental Stock Transfer & Trust Company, which is the
Company's transfer agent and the Depositary, by calling (212) 845-3226. The
stockholder will then be instructed as to the steps that must be taken in order
to replace the certificate(s). This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost, destroyed or stolen
certificates have been followed.
10. Questions and Requests for Assistance or Additional Copies. Questions and
requests for assistance may be directed to the Information Agent at its address
or telephone number set forth below. 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 obtained from the Information Agent or from brokers, dealers, commercial
banks or trust companies.
11. 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 backup 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
a $200 penalty imposed by the Internal Revenue Service and to 31% Federal income
tax withholding on the payment of the purchase price of all Common 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 and the Certificate of Awaiting Taxpayer Identification Number. 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. Each
foreign stockholder must complete and submit Form W-8 in order to be exempt from
the 31% Federal income tax backup withholding due on payments with respect to
the Common Shares.
12. Non-United States Holders. Non-United States holders must submit a completed
IRS W-8BEN in order to qualify as an exempt recipient. IRS Form W-8BEN may be
obtained by contacting the Depositary at its address on the face of this Letter
of Transmittal.
Important: This Letter of Transmittal (or manually signed facsimile
thereof), together with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message, and any other required documents, and
either Share Certificates for tendered Common Shares or confirmation of
book-entry transfer must be received by the Depositary, in each case prior to
the expiration date of the Offer, which is 5:00 P.M., Eastern Time, on Tuesday,
May 23, 2000 (unless otherwise extended), or the tendering stockholder must
comply with the procedures for guaranteed delivery.
IMPORTANT TAX INFORMATION
Under the Federal income tax law, a stockholder whose tendered Common
Shares are accepted for payment is required by law to provide the Depositary (as
payer) 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 $200 penalty imposed by the Internal Revenue Service and
payments that are made to such stockholder with respect to Common Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a Form W-8BEN, signed under penalties of
perjury, attesting to such individual's exempt status. A Form W-8BEN can be
obtained from the Depositary. Exempt stockholders should furnish their TIN,
check the box and write "Exempt" in Part II of the Substitute Form W-9, and
sign, date and return the Substitute Form W-9 to 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 an exemption
from backup withholding and the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the Federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Common 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 that (a) the TIN provided on Substitute
Form W-9 is correct (or that such stockholder is awaiting a TIN) and (b) that
(i) 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 (ii) 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 Common
Shares tendered hereby. If the Common Shares are in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report. If the tendering 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
and the Certificate of Awaiting Taxpayer Identification Number. 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.
(This page intentionally left blank)
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
(See Instruction 11)
- ------------------------------------------------------------------------
PAYOR'S NAME: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS DEPOSITARY
- --------------------------------------------------------------------------------
- ------------------------------------- ---------------------------------------
SUBSTITUTE Part 1 - Please provide your TIN in Social Security Number OR
the box at right and certify by Employer Identification Number
signing and dating below. If
awaiting TIN, write "Applied For".
FORM W-9
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer
Identification Number (TIN)
- -------------------------------------- -------------------------------------- --
- -------------------------------------- -----------------------------------------
Part 2 - For Payees exempt from Backup Part 3 -
Withholding--Check the box if you are NOT
subject to backup withholding. Awaiting TIN
- -------------------------------------- -----------------------------------------
- -------------------------------------- -----------------------------------------
Part 4 - 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
currently subject to backup withholding
because you have failed to report all
interest and dividends on your tax
return. However, if, after being notified
by the IRS that you were subject to
backup withholding, you received another
notification from the IRS that you are no
longer subject to backup withholding, do
not cross out item 2.
Signature: Date:
Name:
(Please Print)
- -------------------------------------- -----------------------------------------
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.
IN ADDITION, FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A
PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE. 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 WROTE "APPLIED
FOR" INSTEAD OF A TIN IN THE 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 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 if I
do not provide a taxpayer identification
number by the time of payment, 31% of all reportable payments
made to me will be withheld until I provide a number.
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- --------------------------------------------------------------------------
Signature: Date:
- ------------------------------------------------------------------------------
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for Common Shares and any
other required documents should be sent or delivered by each stockholder of the
Company or such stockholder's broker, dealer, commercial bank, trust company or
other nominee to the Depositary at its address set forth on the first page.
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and other tender offer materials may be directed
to the Information Agent at its telephone number and location listed below, and
will be furnished at the Purchaser's expense. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 928-0153