<PAGE>
Letter of Transmittal
To Tender Shares of Common Stock
of
Specialty Equipment Companies, Inc.
at
$30.50 Net Per Share
by
Solar Acquisition Corp.
a wholly owned subsidiary of
United Technologies Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, NOVEMBER 20, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
LaSalle Bank National Association
By Mail/Overnight Courier:
LaSalle Bank National Association
Attention: Corporate Trust Operations
135 South LaSalle Street
Suite 1811
Chicago, Illinois 60603
By Facsimile Transmission:
(For Eligible Institutions Only)
(312) 904-2236
Confirm Facsimile Transmission:
By Telephone Only:
(312) 904-2450
DESCRIPTION OF SHARES TENDERED
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<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Owner(s)
(Please fill in, if blank,
Exactly as
Name(s) Appear(s) on Shares Tendered
Certificate(s)) (Attach Additional List if Necessary)
--------------------------------------------------------------------------------------
Total Number of
Certificate Shares Represented Number of
Number(s)(*) By Certificate(s)(*) Shares Tendered(**)
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<S> <C> <C> <C>
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-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
Total Shares
</TABLE>
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(*) Need not be completed by Book-Entry Stockholders.
(**) Unless otherwise indicated, it will be assumed that all Shares
described above are being tendered. See Instruction 4.
Delivery Of This Letter Of Transmittal To An Address Other Than As Set Forth
Above Or Transmission Of Instructions Via A Facsimile Transmission To A Number
Other Than As Set Forth Above Will Not Constitute A Valid Delivery.
The Instructions Accompanying This Letter Of Transmittal Should Be Read
Carefully Before Completing This Letter Of Transmittal.
<PAGE>
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 3 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 in the Introduction to the
Offer to Purchase) at the Book-Entry Transfer Facility (as defined in Section
2 of the Offer to Purchase) pursuant to the procedures set forth in Section 3
of the Offer to Purchase. Stockholders who deliver Shares by book-entry
transfer are referred to herein as "Book-Entry Stockholders" and other
stockholders are referred to herein as "Certificate Stockholders."
Stockholders whose certificates for Shares are not immediately available or
who cannot comply with the procedure for book-entry transfer on a timely
basis, or who cannot deliver all required documents to the Depositary prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase), may
tender their Shares in accordance with the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase. See Instruction 2. 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.
[_]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 FINANCIAL INSTITUTIONS
THAT ARE 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 AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s) _____________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Solar Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of United Technologies
Corporation, a Delaware corporation ("Parent"), the above-described shares of
common stock, par value $.01 per share (the "Shares"), of Specialty Equipment
Companies, Inc., a Delaware corporation (the "Company"), pursuant to the Offer
to Purchase, dated October 23, 2000 (the "Offer To Purchase"), at a price of
$30.50 per Share, net to the seller in cash, on the terms and subject to the
conditions set forth in the Offer to Purchase, receipt of which is hereby
acknowledged, and this Letter of Transmittal (which, together with the Offer
to Purchase, constitute the "Offer"). The undersigned understands that
Purchaser reserves the right to transfer or assign, from time to time, in
whole or in part, to one or more of its affiliates, the right to purchase the
Shares tendered herewith.
On the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of such extension or
amendment), subject to, and effective upon, 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, Purchaser, all right, title and interest in and to all of the Shares
being tendered hereby and any and all cash dividends, distributions, rights,
other Shares or other securities issued or issuable in respect of such Shares
on or after October 18, 2000 (collectively, "Distributions"), and appoints
LaSalle Bank National Association (the "Depositary") the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares (and any
Distributions) with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to the fullest
extent of such stockholder's rights with respect to such Shares (and any
Distributions) (a) to deliver such Share Certificates (as defined in the
Instructions below) (and any Distributions) or transfer ownership of such
Shares (and any Distributions) on the account books maintained by the Book-
Entry Transfer Facility, together, in either such case, with all accompanying
evidence of transfer and authenticity, to or upon the order of Purchaser, (b)
to present such Shares (and any Distributions) for transfer on the books of
the Company and (c) to receive all benefits and otherwise exercise all rights
of beneficial ownership of such Shares (and any Distributions), all in
accordance with the terms and the conditions of the Offer.
The undersigned hereby irrevocably appoints the designees of Purchaser, and
each of them, the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution, to the full extent of such stockholder's rights
with respect to the Shares tendered hereby which have been accepted for
payment and with respect to any Distributions. The designees of Purchaser
will, with respect to the Shares (and any associated Distributions) for which
the appointment is effective, be empowered to exercise all voting and any
other rights of such stockholder, as they, in their sole discretion, may deem
proper at any annual, special or adjourned meeting of the Company's
stockholders, by written consent in lieu of any such meeting or otherwise.
This proxy and power of attorney shall be irrevocable and coupled with an
interest in the tendered Shares. Such appointment is effective when, and only
to the extent that, Purchaser deposits the payment for such Shares with the
Depositary. Upon the effectiveness of such appointment, without further
action, all prior powers of attorney, proxies and consents given by the
undersigned with respect to such Shares will be revoked and no subsequent
powers of attorney, proxies, consents or revocations may be given (and, if
given, will not be deemed effective). Purchaser reserves the right to require
that, in order for Shares to be deemed validly tendered, immediately upon
Purchaser's acceptance for payment of such Shares, Purchaser must be able to
exercise full voting rights, to the extent permitted under applicable law,
with respect to such Shares, including voting at any meeting of stockholders
or acting by consent in lieu of any such meeting.
Without limiting the foregoing, the undersigned, by the execution and
delivery hereof, hereby consents, pursuant to Section 228 of the Delaware
General Corporation Law, with respect to the above-described Shares, to the
election of the following directors, designated by Purchaser, to fill the
vacancies on the Board of Directors of the Company that are expected to
result, after completion of the Offer, from the resignation of certain
directors of the Company pursuant to the Agreement and Plan of Merger, dated
as of October 13, 2000, among Parent, Purchaser and the Company. Such consent
is effective when, and only to the extent that, Purchaser deposits the payment
for the Shares tendered hereby with the Depositary. Such election of directors
of the Company will occur without prior notice and without a meeting of
stockholders, as more fully described in the Company's enclosed Proxy
Statement, receipt of which is hereby acknowledged.
3
<PAGE>
(a) If, after completion of the Offer, Parent beneficially owns greater
than 50% but not greater than 55 5/9% of the issued and outstanding Shares,
the following persons shall be elected as directors of the Company:
Mr. Azuwuike H. Ndukwu
Mr. Brian Lindroth
Mr. Robert E. Galli
Mr. George Minnich
Mr. Nicholas T. Pinchuk
(b) If, after completion of the Offer, Parent beneficially owns greater
than 55 5/9% but not greater than 66 2/3% of the issued and outstanding
Shares, the following persons shall be elected as directors of the Company:
Mr. Azuwuike H. Ndukwu
Mr. Brian Lindroth
Mr. Robert E. Galli
Mr. George Minnich
Mr. Nicholas T. Pinchuk
Mr. Christopher J. Brogan
(c) If, after completion of the Offer, Parent beneficially owns greater
than 66 2/3% of the issued and outstanding Shares, the following persons
shall be elected as directors of the Company:
Mr. Azuwuike H. Ndukwu
Mr. Brian Lindroth
Mr. Robert E. Galli
Mr. George Minnich
Mr. Nicholas T. Pinchuk
Mr. Christopher J. Brogan
Mr. Kevin T. Williams
The undersigned acknowledges and agrees that the consent provided hereby
shall remain in full force and effect unless and until this Letter of
Transmittal is, to the extent permitted by the Offer to Purchase, withdrawn in
accordance with the procedures set forth in this Offer to Purchase.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares (and any
Distributions) tendered hereby and, when the same are accepted for payment by
Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and the same will not be subject to any adverse claim. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Depositary or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Shares (and any Distributions) tendered hereby.
In addition, the undersigned shall promptly remit and transfer to the
Depositary for the account of Purchaser any and all Distributions in respect
of the Shares tendered hereby, accompanied by appropriate documentation of
transfer and, pending such remittance or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of any such
Distributions and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by Purchaser in its
sole discretion.
All authority conferred or agreed to be conferred pursuant to this Letter of
Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned and any obligation 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.
The undersigned understands that the valid tender of Shares pursuant to one
of the procedures described in Section 3 of the Offer to Purchase will
constitute a binding agreement between the undersigned and Purchaser upon the
terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment in the name(s) of the
registered owner(s)
4
<PAGE>
appearing under "Description of Shares Tendered." Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail the check for 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 owner(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 the
purchase price and/or issue any certificates for Shares not tendered or
accepted for payment (and any accompanying documents, as appropriate) in the
name of, and deliver such check and/or return such certificates (and any
accompanying documents, as appropriate) to, the person or persons so
indicated. The undersigned recognizes that Purchaser has no obligation
pursuant to the Special Payment Instructions to transfer any Shares from the
name of the registered owner thereof if Purchaser does not accept for payment
any of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS(See SPECIAL DELIVERY INSTRUCTIONS(See
Instructions 1, 5, 6 and 7) Instructions 1, 5 and 7)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cate(s) for Shares not tendered cate(s) for Shares not tendered
or not accepted for payment or not accepted for payment
and/or the check for the purchase and/or the check for the purchase
price of Shares accepted for pay- price of Shares accepted for pay-
ment are to be issued in the name ment are to be sent to someone
of someone other than the under- other than the undersigned or to
signed. the undersigned at an address
other than that shown above.
Issue: [_] Check
and/or [_] Certificates to: Deliver: [_] Check
and/or [_] Certificates to:
Name: ____________________________
(Please Print) Name: ____________________________
(Please Print)
Address: _________________________
Address: _________________________
__________________________________
(Include Zip Code) __________________________________
(Include Zip Code)
__________________________________
(Tax Identification or Social __________________________________
Security Number) (Tax Identification or Social
Security Number)
5
<PAGE>
IMPORTANT--SIGN HERE
(Please Complete Substitute Form W-9 Below)
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(Signature(s) of Holder(s))
Dated: , 2000
(Must be signed by registered owner(s) exactly as
name(s) appear(s) on stock certificate(s) or on a
security position listing or by person(s) authorized
to become registered owner(s) by certificates and
documents transmitted herewith. If signature is by
trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity,
please set forth full title and see Instruction 5.)
Name(s): ______________________________________________
-------------------------------------------------------
(Please Print)
Capacity (Full Title): ________________________________
Address: ______________________________________________
-------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number: _______________________
Tax Identification or
Social Security No.: __________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature: _________________________________
Name: _________________________________________________
(Please Type or Print)
Address: ______________________________________________
-------------------------------------------------------
(Include Zip Code)
Name of Firm: _________________________________________
Dated: , 2000
6
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations
and brokerage houses) that is a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each, an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(a) if this Letter of Transmittal is signed by the registered owner(s) (which
term, for purposes of this document, includes any participant in any of the
Book-Entry Transfer Facility's systems whose name appears on a security
position listing as the owner of the Shares) of Shares tendered herewith and
such registered owner has not completed the box titled "Special Payment
Instructions" or the box titled "Special Delivery Instructions" on this Letter
of Transmittal or (b) if such Shares are tendered for the account of an
Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry
Confirmations. This Letter of Transmittal is to be used either if certificates
are to be forwarded herewith or, unless an Agent's Message is utilized, if
tenders are to be made pursuant to the procedures for tender by book-entry
transfer set forth in Section 3 of the Offer to Purchase. Certificates for all
physically tendered Shares ("Share Certificates"), or confirmation of any
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of Shares tendered by book-entry transfer ("Book Entry
Confirmation"), as well as this Letter of Transmittal properly completed and
duly executed with any required signature guarantees, unless an Agent's
Message in the case of a book-entry transfer is utilized, and any other
documents required by this Letter of Transmittal, must be received by the
Depositary at its address set forth herein on or prior to the Expiration Date
(as defined in Section 1 of the Offer to Purchase).
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver all other required documents to the Depositary on or prior
to the Expiration Date or who cannot comply with the procedures for book-entry
transfer on a timely basis, may nevertheless tender their Shares by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (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 Purchaser must be
received by the Depositary prior to the Expiration Date; and (c) Share
Certificates for all tendered Shares, in proper form for transfer (or a Book
Entry Confirmation with respect to such Shares), as well as a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed with
any required signature guarantees (unless, in the case of a book-entry
transfer, an Agent's Message is utilized), and all other documents required by
this Letter of Transmittal, must be received by the Depositary within three
New York Stock Exchange Inc. trading days after the date of execution of such
Notice of Guaranteed Delivery.
A properly completed and duly executed Letter of Transmittal (or facsimile
thereof) must accompany each such delivery of Share Certificates to the
Depositary.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT
THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH
DOCUMENTS 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 SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT
BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. 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 facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
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 and separately signed on each page thereof in the
same manner as this Letter of Transmittal is signed.
7
<PAGE>
4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer
than all the Shares evidenced by any certificate submitted are to be tendered,
fill in the number of Shares which are to be tendered in the box titled
"Number of Shares Tendered." In such cases, new certificate(s) for the
remainder of the Shares that were evidenced by the old certificate(s) but not
tendered will be sent to the registered owner, unless otherwise provided in
the appropriate box on this Letter of Transmittal, as soon as practicable
after the Expiration Date. 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 owner(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 alteration, enlargement or any other
change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and proper evidence satisfactory
to Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not tendered or accepted for payment are to be issued
in the name of, a person other than the registered owner(s). Signatures on
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 certificate(s) listed, the certificate(s) must be
endorsed or accompanied by the appropriate stock powers, in either case,
signed exactly as the name or names of the registered owner(s) or holder(s)
appear(s) on the certificate(s). Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with
respect to the transfer and sale of Shares to it or to its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or (in
the circumstances permitted hereby) if certificates for Shares not tendered or
accepted for payment are to be registered in the name of, any person other
than the registered owner(s), or if tendered certificates are registered in
the name of any person other than the person signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered owner(s) or such person) payable on account of the transfer to such
person will be deducted from the purchase price if satisfactory evidence of
the payment of such taxes, or exemption therefrom, is not submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificates listed in this
Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or certificates for Shares not tendered or accepted for
payment are to be issued or returned to, a person other than the signer(s) of
this Letter of Transmittal or if a check and/or such certificates are to be
mailed to a person other than the signer(s) 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. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Information Agent at its address set forth
below or from your broker, dealer, commercial bank or trust company.
Additional copies of the Offer to Purchase, this Letter of Transmittal, the
Notice of Guaranteed Delivery and other tender offer materials may be obtained
from the Information Agent as set forth below, and will be furnished at
Purchaser's expense.
8
<PAGE>
9. Substitute Form W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"),
generally the stockholder's social security or federal employer identification
number, on Substitute Form W-9 below, or otherwise establish such
stockholder's exemption to the satisfaction of the Depositary. Failure to
provide the information on the form may subject the tendering stockholder to
31 percent federal income tax backup withholding on the payment of the
purchase price. The tendering stockholder may write "Applied For" in Part I of
the Form 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
stockholder has written "Applied for" in Part I of the Form, the stockholder
must also complete the Certificate of Awaiting Taxpayer Identification Number.
Notwithstanding that "Applied For" is written in Part I of the Substitute Form
W-9 and that the stockholder has completed the Certificate of Awaiting
Taxpayer Identification Number, the Depositary will withhold 31 percent of all
payments of the purchase price thereafter until a TIN is provided to the
Depositary, unless the stockholder has filed a Form W-8BEN or otherwise
established an exemption. See Important Tax Information below.
10. Lost, Destroyed, Mutilated or Stolen Certificates. If any certificate(s)
representing Shares has been lost, destroyed, mutilated or stolen, the
stockholder should promptly notify the Company's stock transfer agent, LaSalle
Bank National Association at 135 South LaSalle Street, Suite 1811, Chicago,
Illinois, 60603, Att: Corporate Trust Office, Telephone (312) 904-2450, Fax
(312) 904-2236. 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, mutilated or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF) OR AN
AGENT'S MESSAGE, TOGETHER WITH SHARE CERTIFICATES OR BOOK-ENTRY CONFIRMATION
OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND
ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO
THE EXPIRATION DATE.
9
<PAGE>
IMPORTANT TAX INFORMATION
Under the federal income tax law, a stockholder whose tendered Shares are
accepted for purchase is required by law to provide the Depositary with such
stockholder's correct TIN on Substitute Form W-9 below and to certify that
such TIN is correct (or that such stockholder is awaiting a TIN) or otherwise
establish a basis for exemption from backup withholding. If such stockholder
is an individual, the TIN is his or her social security number. If a
stockholder fails to provide a correct TIN to the Depositary, such stockholder
may be subject to a $50.00 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such stockholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31
percent.
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, that stockholder must generally submit a Form W-8BEN, signed under
penalties of perjury, attesting to that individual's exempt status. A Form W-
8BEN can be obtained from the Depositary.
If backup withholding applies, the Depositary is required to withhold 31
percent of any payments made to the stockholder or payee. 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.
If backup withholding applies and "Applied for" is written in Part I of the
Substitute Form W-9 and the stockholder has completed the Certificate of
Awaiting Taxpayer Identification Number, the Depositary will retain 31 percent
of any payment of the purchase price for tendered Shares during the 60-day
period following the date of the Substitute Form W-9. If a stockholder's TIN
is provided to the Depositary within 60 days of the date of the Substitute
Form W-9, payment of such retained amounts will be made to such stockholder.
If a stockholder's TIN is not provided to the Depositary within such 60-day
period, the Depositary will remit such retained amounts to the Internal
Revenue Service as backup withholding and shall withhold 31 percent of any
payment of the purchase price for the tendered Shares made to such stockholder
thereafter unless such stockholder furnishes a TIN to the Depositary prior to
such payment.
Purpose of Substitute Form W-9
To prevent backup withholding on payments made to a stockholder whose
tendered Shares are accepted for purchase for stockholders other than foreign
persons who provide an appropriate Form W-8BEN, the stockholder should
complete and sign the Substitute Form W-9 included in this Letter of
Transmittal and provide the stockholder's correct TIN and certify, under
penalties of perjury, that the TIN provided on such Form is correct (or that
such stockholder is awaiting a TIN) and that (i) such stockholder is exempt
from backup withholding; (ii) such stockholder has not been notified by the
Internal Revenue Service that such stockholder is subject to backup
withholding as a result of failure to report all interest or dividends; or
(iii) such Stockholder has been notified by the Internal Revenue Service that
the stockholder is no longer subject to backup withholding. The stockholder
must sign and date the Substitute Form W-9 where indicated, certifying that
the information on such Form is correct.
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 owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
10
<PAGE>
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
(See Instruction 9)
PAYER: LaSalle Bank National Association
Name: ________________________________________________
Address: _____________________________________________
SUBSTITUTE Check appropriate box: Corporation [_] Individual [_]
Form W-9 Partnership [_] Other (specify) [_]
--------------------------------------------------------
SSN: ___________
Part I. Please provide your
taxpayer identification number in
the space at right. If awaiting
TIN, write "Applied For" in space
at right and complete the
Certificate of Awaiting Taxpayer
Identification Number below. EIN: ___________
Department of the
Treasury Internal
Revenue Service
--------------------------------------------------------
Part II. For Payees exempt from backup withholding,
Request for see the enclosed "Guidelines for Certification of
Taxpayer Taxpayer Identification Number on Substitute Form W-
Identification 9" and complete as instructed therein.
Number (TIN) and --------------------------------------------------------
Certification Part III. CERTIFICATION
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or, as
indicated, 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 IRS that I am
subject to backup withholding as a result of a
failure to report all interests or dividends, or
(c) the IRS has notified me that I am no longer
subject to backup withholding.
Certification Instructions--You must cross out item
(2) above if you have been notified by the IRS that
you are subject to backup withholding because of
underreporting of interest or dividends on your tax
return. However, if after being notified by the IRS
that you were subject to backup withholding you re-
ceived another notification from the IRS that you are
no longer subject to backup withholding, do not cross
out item (2).
Signature ___________________________ Date ____ , 2000
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART
I OF THIS 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, notwithstanding the information I provided in Part III of
the Substitute Form W-9 (and the fact that I have completed this Certificate
of Awaiting Taxpayer Identification Number), all reportable payments made to
me hereafter will be subject to a 31 percent backup withholding tax until I
provide a properly certified taxpayer identification number.
Signature ___________________________________________ Date __________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
11
<PAGE>
The Depositary for the Offer is:
LaSalle Bank National Association
By Mail/Overnight Courier:
LaSalle Bank National Association
Attention: Corporate Trust Operations
135 South LaSalle Street
Suite 1811
Chicago, Illinois 60603
By Facsimile Transmission:
(For Eligible Institutions Only)
(312) 904-2236
Confirm Facsimile Transmission:
By Telephone Only:
(312) 904-2450
The Information Agent for the Offer is:
[LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS INC.]
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
October 23, 2000
