SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
Amendment No. 1
to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
-------------------------
Blonder Tongue Laboratories, Inc.
(Name of Issuer)
Blonder Tongue Laboratories, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
093698-10-8
(CUSIP Number of Class of Securities)
James A. Luksch
Chairman, President and Chief Executive Officer
Blonder Tongue Laboratories, Inc.
One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
May 17, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation** Amount of Filing Fee
----------------------- --------------------
$6,000,000 $1,200
** Pursuant to Rule 0-11(b)(1), the transaction valuation was calculated
based upon the maximum cash consideration which may be paid to
stockholders of the issuer in the issuer tender offer.
[X} Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Amount previously paid: $1,200 Filing party:
Form or Registration No.: Schedule 13E-4 Blonder Tongue Laboratories, Inc.
Date filed: May 17, 1999
<PAGE>
The Issuer Tender Offer Statement on Schedule 13E-4, dated as of May 17,
1999 (the "Issuer Tender Offer Statement"), relating to the offer by Blonder
Tongue Laboratories, Inc. (the "Company") to purchase 750,000 shares (or such
lesser number of shares as are properly tendered and not withdrawn) of its
common stock, par value $.001 per share (the "Shares"), at a price not greater
than $8.00 nor less than $6.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated May
17, 1999, and in the related Letter of Transmittal, which together constitute
the "Offer," is hereby amended to incorporate the additional information and
exhibits set forth below.
ITEM 1. SECURITY AND ISSUER.
The expiration date, proration period and withdrawal rights associated
with the Offer have been extended to occur at 5:00 p.m., New York City time, on
Tuesday, June 22, 1999. The Offer period has been extended in order to permit
certain stockholders of the Company who failed to timely receive all of the
documentation associated with the Offer more time to review such documentation.
The Offer was originally scheduled to expire on Tuesday, June 15, 1999.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following additional exhibits:
(a)(9) Form of Press Release issued by the Company dated May 24, 1999.
(a)(10) Form of materials delivered to participants in the Company's
401(k) Plan.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule 13E-4 is
true, complete and correct.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ James A. Luksch
------------------------------------
James A. Luksch
Chairman, President and
Chief Executive Officer
Dated: May 24, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(a)(9) Form of Press Release issued by the Company dated May 24, 1999.
(a)(10) Form of materials delivered to participants in the Company's
401(k) Plan.
Blonder Tongue Laboratories, Inc.
One Jake Brown Road
Old Bridge, NJ 08857-1000
AT BLONDER TONGUE AT THE FINANCIAL RELATIONS BOARD
James A. Luksch Paul G. Henning - General Info (212) 661-8030
Chairman, President and Nicole Salas - Analyst Info (212) 661-8030
Chief Executive Officer Deanne Eagle - Media Info (212) 661-8030
(732) 679-4000
For Immediate Release:
May 24, 1999
BLONDER TONGUE LABORATORIES, INC. EXTENDS EXPIRATION DATE
OF SELF-TENDER TO JUNE 22, 1999
OLD BRIDGE, NJ - May 24, 1999 - Blonder Tongue Laboratories, Inc. (AMEX: "BDR")
announced today that it is extending the expiration date, proration period and
withdrawal rights of its "Dutch Auction" tender offer for up to 750,000 shares
of the Company's common stock, at prices not greater than $8.00 nor less than
$6.00 per share to 5:00 P.M., New York City Time on Tuesday June 22, 1999. The
self-tender was originally scheduled to expire on Tuesday, June 15, 1999.
The extension is intended to provide certain Blonder Tongue stockholders who
failed to timely receive all of the documentation associated with the tender
offer, more time to review such documentation. The Offer is subject to certain
conditions, including the Company's having obtained sufficient financing to fund
the purchase of shares tendered in the Offer and pay all related fees and
expenses.
The Company reiterated that neither the Company nor its Board of Directors makes
any recommendation to stockholders as to whether to tender or refrain from
tendering their shares.
Ferris, Baker Watts, Incorporated is serving as the dealer manager and
information agent for the tender offer. Any questions or requests for copies of
tender offer materials may be directed to Steven L. Shea, Senior Vice President
of Ferris, Baker Watts, Incorporated at 100 Light Street, Baltimore, Maryland
21202, Phone: (800) 247-7223.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. Capitalized terms not defined in this announcement have the
respective meanings ascribed to such terms in the Offer to Purchase. The Offer
is not being made to, nor will the Company accept tenders from or on behalf of,
holders of Shares in any jurisdiction in which the making of the Offer or its
acceptance would not be in compliance with the laws of such jurisdiction. In
jurisdictions whose laws require that the Offer be made by a licensed broker or
dealer, the Offer shall be deemed to be made on the Company's behalf by Ferris,
Baker Watts, Incorporated or by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
<PAGE>
Blonder Tongue Laboratories is a designer, manufacturer, and supplier of a
comprehensive line of electronics and systems equipment for the franchised and
private cable television industries. Founded in 1950, Blonder Tongue has grown
to be one of the leaders in cable television equipment manufacturing. For more
information, please visit the Company's web site at www.blondertongue.com or
contact the Company directly at (732) 679-4000.
[Trustee/Administrator Letterhead]
IMMEDIATE ATTENTION REQUIRED
May 17, 1999
Re: The Blonder Tongue Laboratories, Inc. 401(k) Plan
Dear Plan Participant:
Our records reflect that, as a participant in the Blonder Tongue
Laboratories, Inc. 401(k) Plan (the "Plan"), a portion of your individual
account is invested in the common stock of Blonder Tongue Laboratories, Inc.
(the "Company"). The Company has initiated an offer to purchase up to 750,000
shares of its common stock, $.001 par value per share (the "Shares").
Enclosed are tender offer materials and a Direction Form that require
your immediate attention. These materials describe an offer to purchase up to
750,000 Shares at prices not greater than $8.00 nor less than $6.00. As
described below, you have the right to instruct Union Bank & Trust, as trustee
of the Plan (the "Trustee"), concerning whether to tender Shares of the Company
credited to your individual account under the Plan, and at which price or
prices. You may communicate your instructions to the Trustee by completing the
enclosed yellow Direction Form and forwarding it to USI Retirement Services,
Inc., which serves as Administrator of the Plan (the "Administrator").
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO
THE TRUSTEE, C/O THE ADMINISTRATOR, IN THE ENCLOSED RETURN ENVELOPE SO THAT IT
IS RECEIVED BY 5:00 P.M., NEW YORK CITY TIME, ON JUNE 10, 1999, UNLESS THE OFFER
IS EXTENDED. IMPORTANT: PLEASE COMPLETE AND RETURN THE ENCLOSED YELLOW DIRECTION
FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TENDER OFFER DESCRIBED BELOW.
The remainder of this letter summarizes the transaction, your rights
under the Plan and the procedures for completing the Direction Form. You should
also review the more detailed explanation provided in the other tender offer
materials including the Offer to Purchase and the related tan Letter of
Transmittal, enclosed with this letter.
BACKGROUND
The Company has made a tender offer to purchase up to 750,000 Shares at a
price not greater than $8.00 nor less than $6.00 per Share. The enclosed Offer
to Purchase dated May 17, 1999 (the "Offer to Purchase"), and the related Letter
of Transmittal (together with the Offer to Purchase, the "Offer") set forth the
objectives, terms and conditions of the Offer and are being provided to all of
the Company's stockholders.
The Company's Offer to Purchase extends to the Shares held by the Plan.
As of May 14, 1999, the Plan held approximately 7,150 Shares. Only the Trustee
can tender these Shares in the Offer. Nonetheless, as a participant under the
Plan, you have the right to direct the Trustee whether or not to tender some or
all of the Shares credited to your individual account in the Plan, and at which
price or prices. Unless otherwise required by applicable law, the Trustee will
tender Shares credited to participant accounts in accordance with participant
instructions and the Trustee will not tender Shares credited to participant
accounts for which it does not receive timely instructions. IF YOU DO NOT
COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO THE TRUSTEE, C/O THE
ADMINISTRATOR, ON A TIMELY BASIS, YOU WILL BE DEEMED TO HAVE ELECTED NOT TO
PARTICIPATE IN THE OFFER AND NO SHARES CREDITED TO YOUR PLAN ACCOUNT WILL BE
TENDERED IN THE OFFER.
<PAGE>
The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and the trust agreement between the Company and the Trustee (the
"trust agreement"), prohibit the sale of Shares to the Company for less than
adequate consideration, which the Trustee will determine based on the prevailing
or closing market price of the Shares on or about the date the Shares are
tendered by the Trustee pursuant to the Offer (the "prevailing or closing market
price"). Accordingly, depending on the closing market price of the Shares on
such date, the Trustee may be unable to tender Shares at certain directed prices
within the offered range. In such event, the Trustee will tender or not tender
Shares as follows:
-- If the prevailing or closing market price is greater than the price
at which a participant directed his or her Shares be tendered but
within the range of tender prices offered, the Trustee will follow such
participant's directions regarding the percentage of Shares to be
tendered but will increase the price at which such Shares are to be
tendered to the prevailing or closing market price. This may result in
some or all of such Shares not being purchased by the Company.
-- If the prevailing or closing market price is greater than the
maximum tender price offered by the Company ($8.00 per Share),
notwithstanding participants' directions to tender Shares in the Offer,
no Shares will be tendered.
-- If the prevailing or closing market price is lower than the price at
which a participant directed his or her Shares to be tendered,
notwithstanding the lower closing market price, the Trustee will follow
such participant's direction (or failure to direct) both as to
percentage of Shares to tender and as to the price at which such Shares
are tendered.
-- Unless otherwise required by applicable law, the Trustee will not
tender Shares for which it has received no direction, or for which it
has received a direction not to tender.
Please note that a tender of Shares credited to your individual account
under the Plan can be made only by the Trustee as the holder of record. DO NOT
COMPLETE THE TAN LETTER OF TRANSMITTAL; IT IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER DIRECTLY SHARES CREDITED TO
YOUR INDIVIDUAL ACCOUNT UNDER THE PLAN. IF YOU WISH TO DIRECT THE TRUSTEE
CONCERNING THE TENDER OF YOUR SHARES IN THE PLAN, YOU MUST COMPLETE AND RETURN
THE ENCLOSED YELLOW DIRECTION FORM.
THE TRUSTEE MAKES NO RECOMMENDATION AS TO WHETHER TO DIRECT THE TENDER OF
SHARES OR WHETHER TO REFRAIN FROM DIRECTING THE TENDER OF SHARES. EACH
PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
CONFIDENTIALITY
TO ASSURE THE CONFIDENTIALITY OF YOUR DECISION, THE TRUSTEE AND ITS
AFFILIATES OR AGENTS WILL TABULATE THE DIRECTION FORMS. NEITHER THE TRUSTEE NOR
ITS AFFILIATES OR AGENTS WILL MAKE THE RESULTS OF YOUR INDIVIDUAL DIRECTION
AVAILABLE TO THE COMPANY.
PROCEDURE FOR DIRECTING TRUSTEE
Enclosed is a yellow Direction Form which should be completed and
returned to the Trustee c/o the Administrator. Please note that the Direction
Form indicates next to your address how many Shares you have in your individual
account as of May 14, 1999. However, for purposes of final tabulation, the
Administrator will apply your instructions to the number of Shares credited to
your account as of June 10, 1999, or as of a later date if the Offer is
extended.
If Shares in your account are accepted for payment in the Offer, the
proceeds will be reinvested in the mutual funds offered by the Plan pursuant to
your standing investment instructions with respect to your contributions to the
Plan.
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<PAGE>
If you do not properly complete the Direction Form or do not return it by
the deadline specified, such Shares will be considered NOT TENDERED.
To properly complete your Direction Form, you must do the following:
1. On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE
BOX ON EACH DIRECTION FORM:
-- CHECK BOX 1 if you DO NOT want the Shares credited to your
individual account tendered for sale in accordance with the
terms of the Offer and simply want the Plan to continue
holding such Shares.
-- CHECK BOX 2 in all other cases and complete the table
immediately below Box 2. Specify the percentage (in whole
numbers) of Shares credited to your individual account that
you want to tender at which price.
You may elect to accept the per Share Purchase Price resulting
from the Dutch Auction tender process, which will result in receiving a
price per Share as low as $6.00 or as high as $8.00. If the percentage
of Shares credited to your account indicated to be tendered in the
Direction Form is less than 100%, you will be deemed to have instructed
the Trustee NOT to tender the balance of the Shares credited to your
individual account.
2. Date and sign the Direction Form in the space provided.
3. Return the Direction Form in the enclosed return envelope so that
they are received by the Administrator (on behalf of the Trustee)
at the address on the return envelope (One Woodbridge Center Drive,
8th Floor, Woodbridge, NJ 07095, ATTN: Julie Kelly) not later than
5:00 p.m., New York City time, on Thursday, June 10, 1999, unless
the Offer is extended (in which case the Direction Form must be
returned no later than 5:00 p.m., New York City time, on the third
business day prior to the Expiration Date as so extended). If you
wish to return the form by overnight mail, please send it to the
Administrator (on behalf of the Trustee) at One Woodbridge Center
Drive, 8th Floor, Woodbridge, NJ 07095, ATTN: Julie Kelly.
NO FACSIMILE TRANSMITTALS OF THE DIRECTION FORM WILL BE ACCEPTED.
Your direction will be deemed irrevocable unless withdrawn by 5:00 p.m.,
Eastern time, on Thursday, June 10, 1999, unless the Offer is extended. In order
to make an effective withdrawal, you must submit a new Direction Form which may
be obtained by calling the Trustee at (612) 379-3222. Your new Direction Form
must include your name, address and Social Security number. Upon receipt of a
new, completed and signed Direction Form, your previous direction will be deemed
canceled. You may direct the re-tendering of any Shares credited to your
individual account by obtaining an additional Direction Form from the Trustee
and repeating the previous instructions for directing tenders as set forth in
this letter.
After the deadline above for returning the Direction Form to the Trustee,
c/o the Administrator, the Trustee and its affiliates or agents will complete
the tabulation of all directions and the Trustee will tender the appropriate
number of Shares, as described in the "BACKGROUND" section above. Unless the
Offer is terminated or amended in accordance with its terms, after the
expiration date of the Offer the Company will determine the lowest per Share
purchase price (not greater than $8.00 nor less than $6.00) (the "Purchase
Price"), that allows the Company to purchase 750,000 Shares (or such lesser
number of Shares as is validly tendered and not withdrawn. The Company will then
purchase all of the Shares, up to 750,000, that were tendered at the Purchase
Price or below. ALL PARTICIPANTS WHO TENDER SHARES AT OR BELOW THE PURCHASE
PRICE WILL RECEIVE THE SAME PER SHARE PURCHASE PRICE FOR SHARES ACCEPTED FOR
PURCHASE. If there is an excess of Shares tendered over the exact number desired
by the Company at the Purchase Price, Shares tendered pursuant to the Offer may
be subject to proration, as set forth in Section 1 of the Offer to Purchase. If
you direct the tender of any Shares credited to your individual account at a
price in excess of the Purchase Price as finally determined, or in the event of
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<PAGE>
proration, those Shares not purchased in the Offer will remain allocated to your
individual account under the Plan.
The preferential treatment of holders of fewer than 100 Shares, as
described in Section 2 of the Offer to Purchase, will not be afforded to
participants in the Plan, regardless of the number of Shares held within their
individual accounts. Similarly, participants in the Plan are not able to
conditionally tender the Shares within their individual accounts under the Plan
(as described in Section 6 of the Offer to Purchase).
EFFECT OF TENDER ON YOUR ACCOUNT
As of 4:00 p.m., Eastern Time, on Thursday, June 10, 1999, you will NOT
be able to make exchanges out of the Company's common stock in your account
under the Plan until all tender offer processing has been completed.
Contributions to and exchanges from other investment options into the Company's
common stock may continue under the Plan throughout the tender offer and will be
unaffected by the freeze. FOR ADMINISTRATIVE PURPOSES, THE ACCOUNTS OF ALL PLAN
PARTICIPANTS WILL BE TEMPORARILY FROZEN, REGARDLESS OF WHETHER YOU ELECT TO
TENDER YOUR SHARES, AND WILL REMAIN FROZEN UNTIL ALL TENDER OFFER PROCESSING HAS
BEEN COMPLETED. The Trustee will complete processing as soon as administratively
possible. The Trustee anticipates that the processing will be completed five to
seven business days after receipt of proceeds from the Company.
For any Shares in the Plan that are tendered and purchased by the
Company, the Company will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN THE
PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH
PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH
THE TERMS OF THE PLAN.
The Trustee will invest proceeds with respect to Shares credited to your
account in the mutual funds available for investment under the Plan pursuant to
your existing standing investment instructions with respect to Plan
contributions as soon as administratively possible after receipt of proceeds.
You may call the Voice Response System ("VRS") at (888) 879-1047 after the
reinvestment is complete to learn the effect of the tender on your account.
SHARES OUTSIDE THE PLAN
If you hold Shares directly, you will receive, under separate cover,
tender offer materials directly from the Company which can be used to tender
such Shares directly to the Company. THOSE TENDER OFFER MATERIALS MAY NOT BE
USED TO DIRECT THE TRUSTEE TO TENDER OR NOT TENDER THE SHARES CREDITED TO YOUR
INDIVIDUAL ACCOUNT UNDER THE PLAN. The direction to tender or not tender Shares
credited to your individual account under the Plan may only be made in
accordance with the procedures in this letter. Similarly, the enclosed yellow
Direction Form may not be used to tender non-Plan Shares.
FURTHER INFORMATION
If you require additional information concerning the procedure to tender
Shares credited to your individual account under the Plan, please contact the
Trustee at (612) 379-3222. If you require additional information concerning the
terms and conditions of the Offer, please call Steven L. Shea, Senior Vice
President of Ferris, Baker Watts, Incorporated, the Information Agent, at (800)
247-7223.
Sincerely,
------------------------
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<PAGE>
DIRECTION FORM
FOR
PARTICIPANTS IN THE
BLONDER TONGUE LABORATORIES, INC. 401(K) PLAN
To Tender Shares of Common Stock
of
Blonder Tongue Laboratories, Inc.
Pursuant to the Offer to Purchase Dated May 17, 1999
- --------------------------------------------------------------------------------
YOU WILL NEED TO COMPLETE THIS DIRECTION FORM AND RETURN IT TO THE TRUSTEE, C/O
THE ADMINISTRATOR, IN THE ENCLOSED RETURN ENVELOPE SO THAT IT IS RECEIVED BY
5:00 P.M., NEW YORK CITY TIME, ON JUNE 10, 1999, UNLESS THE OFFER IS EXTENDED.
IMPORTANT: PLEASE COMPLETE AND RETURN THIS DIRECTION FORM EVEN IF YOU DECIDE NOT
TO PARTICIPATE IN THE TENDER OFFER DESCRIBED BELOW.
IF YOU DO NOT COMPLETE THIS DIRECTION FORM AND RETURN IT TO THE TRUSTEE, C/O THE
ADMINISTRATOR, ON A TIMELY BASIS, YOU WILL BE DEEMED TO HAVE ELECTED NOT TO
PARTICIPATE IN THE OFFER AND NO SHARES CREDITED TO YOUR PLAN ACCOUNT WILL BE
TENDERED IN THE OFFER.
- --------------------------------------------------------------------------------
INSTRUCTIONS
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 750,000 SHARES OF COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $8.00 NOR
LESS THAN $6.00 PER SHARE
The undersigned acknowledge(s) receipt of the enclosed Offer to
Purchase dated May 17, 1999, and the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer"), in
connection with the Offer by Blonder Tongue Laboratories, Inc. (the "Company")
to purchase up to 750,000 shares of its common stock, par value $0.001 per share
("Shares"), at prices not greater than $8.00 nor less than $6.00 per Share, net
to the undersigned in cash, without interest thereon, specified by the
undersigned, upon the terms and subject to the terms and conditions of the
Offer.
Union Bank & Trust (the "Trustee") is the holder of record of Shares
held in the Blonder Tongue Laboratories, Inc. 401(k) Plan (the "Plan"). As such,
a tender of such Shares held by the Plan for your account can be made only by
the Trustee as the holder of record and pursuant to your instructions. USI
Retirement Services, Inc. is the Administrator of the Plan and to whom this
Direction Form should be sent.
- --------------------------------------------------------------------------------
Name of Plan Participant and number of Shares held for account of Participant:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: YOUR SIGNATURE MUST BE PROVIDED ON PAGE 3.
<PAGE>
This will instruct the Trustee as to whether or not to tender to the
Company the percentage (in whole numbers) of Shares indicated below (or, if no
percentage is indicated below, all Shares) that are credited to your account in
the Plan, at the price per Share indicated below, upon the terms and subject to
the conditions of the Offer.
CHECK BOX 1 if you DO NOT want the Shares credited to your individual account
tendered for sale in accordance with the terms of the Offer and simply want the
Plan to continue holding such Shares.
CHECK BOX 2 in all other cases and complete the table immediately below Box 2.
Specify the percentage (in whole numbers) of Shares credited to your individual
account that you want to tender at which price.
- --------------------------------------------------------------------------------
Box 1 [ ] By checking this box, the undersigned instructs the Trustee NOT to
tender Shares held by the Trustee in the Plan for the account of the
undersigned.
Box 2 [ ] By checking this box, the undersigned hereby instructs the Trustee to
tender the percentage (in whole numbers) of Shares held by the
Trustee in the Plan for the account of the undersigned, at the
Purchase Price per Share indicated in the box entitled "Price (In
Dollars) Per Share At Which Shares Are Being Tendered":
................ Percentage of Shares (in whole numbers)*
* The undersigned understands and agrees that all Shares held by the Trustee
in the Plan for the account of the undersigned will be tendered if Box 2 is
checked and the space above is left blank.
- --------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES.
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE DIRECTION
FORM FOR EACH PRICE SPECIFIED MUST BE USED.
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having the Company
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this ONE box
INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby
instructs the Trustee to tender Shares and is willing to accept the
Purchase Price resulting from the "Dutch Auction" tender process. This
action will result in receiving a price per Share of as low as $6.00 or
as high as $8.00
- OR -
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby instructs the Trustee to tender Shares at the price checked. This action
could result in none of the Shares being purchased if the Purchase Price for the
Shares is less than the price checked. A stockholder who desires to tender
Shares at more than one price must complete a separate Direction Form for each
price at which Shares are tendered. The same Shares can not be tendered at more
than one price.
[ ] $6.000 [ ] $6.500 [ ] $7.000 [ ] $7.500 [ ] $8.000
[ ] $6.125 [ ] $6.625 [ ] $7.125 [ ] $7.625
[ ] $6.250 [ ] $6.750 [ ] $7.250 [ ] $7.750
[ ] $6.375 [ ] $6.875 [ ] $7.375 [ ] $7.875
- --------------------------------------------------------------------------------
-2-
<PAGE>
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
<TABLE>
<S> <C>
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SIGN HERE
Dated: ..............., 1999 .......................................................
Signature(s)
Name ..................................................
(Please print)
Address ...............................................
.......................................................
.......................................................
Social Security or Taxpayer ID No.
- ----------------------
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</TABLE>
ONCE YOU HAVE FULLY COMPLETED THIS FORM AND SIGNED IT IN THE BOX ABOVE, IT
SHOULD BE SENT TO:
USI RETIREMENT SERVICES, INC.
One Woodbridge Center Drive
8th Floor
Woodbridge, New Jersey 07095
ATTN: Julie Kelly
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