<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
GETTHERE INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED SEPTEMBER 11, 2000
BY
GETTHERE ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY
OF
SABRE HOLDINGS CORPORATION
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, OCTOBER 6, 2000, UNLESS EXTENDED.
--------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
EQUISERVE TRUST COMPANY
<TABLE>
<CAPTION>
BY MAIL: BY HAND IN NEW YORK: BY HAND/OVERNIGHT COURIER:
<S> <C> <C>
EquiServe Trust Company EquiServe Trust Company EquiServe Trust Company
P.O. Box 842010 C/O Securities Transfer 40 Campanelli Drive
Boston, MA 02284-2010 and Reporting Services Inc. Braintree, MA 02184
100 Williams Street--Galleria
New York, NY 10038
</TABLE>
BY FACSIMILE TRANSMISSION:
(781) 575-4826 or (781) 575-4827
TO CONFIRM RECEIPT OF NOTICE OF GUARANTEED DELIVERY:
(781) 575-4816
<TABLE>
<S> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
---------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE(S) FOR SHARES
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) TENDERED (ATTACH
APPEAR(S) ON THE CERTIFICATE(S)) ADDITIONAL LIST IF NECESSARY)
---------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES
CERTIFICATE REPRESENTED BY NUMBER OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
---------------------------------------------------------------------------------------------------------------
----------------------------------------------------
----------------------------------------------------
TOTAL SHARES
---------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by Stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented
by any Certificates delivered to the Depositary are being tendered. See
Instruction 4.
IF CERTIFICATES HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
<PAGE>
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 holders of Shares (as
defined below) of GetThere Inc. (the "Stockholders") if certificates evidencing
Shares ("Certificates") are to be forwarded herewith or, unless an Agent's
Message (as defined in Section 2 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 EquiServe Trust Company (the "Depositary") at The
Depository Trust Company ("DTC") pursuant to the procedures set forth in
Section 3 of the Offer to Purchase. Delivery of documents to DTC does not
constitute delivery to the Depositary.
Stockholders whose Certificates are not immediately available or who cannot
deliver their Certificates for, or a Book-Entry Confirmation (as defined in
Section 2 of the Offer to Purchase) with respect to, their Shares and all other
required documents to the Depositary prior to the Expiration Date (as defined in
Section 1 of the Offer to Purchase) must tender their Shares according to the
guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.
See Instruction 2 hereof.
<TABLE>
<S> <C>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE
DEPOSITARY WITH DTC, AND COMPLETE THE FOLLOWING. (ONLY
PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY
TRANSFER.)
Name of Tendering Institution:
Account No.:
Transaction Code No.:
/ / 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 Tendering Stockholder(s):
Date of Execution of Notice of Guaranteed Delivery:
Window Ticket Number (if any):
Name of Institution which Guaranteed Delivery:
If delivery is by book-entry transfer:
Name of Tendering Institution:
Account No.:
Transaction Code No:
</TABLE>
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to GetThere Acquisition Corp., a Delaware
corporation ("Offeror") and a wholly owned subsidiary of Sabre Holdings
Corporation, a Delaware corporation ("Parent"), the above-described shares of
Common Stock, $0.0001 par value per share (individually, a "Share", and
collectively, "Shares"), of GetThere Inc., a Delaware corporation (the
"Company"), upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated September 11, 2000 (the "Offer to Purchase"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which together
with the Offer to Purchase and any amendments or supplements thereto
collectively constitute the "Offer"). The Offer is being made in connection with
the Agreement and Plan of Merger, dated as of August 28, 2000, among Parent,
Sabre Inc. ("Parent Sub") and the Company (the "Merger Agreement"). On
August 30, 2000, Parent Sub assigned its rights and obligations under the Merger
Agreement to Offeror. The undersigned understands that Offeror reserves the
right to transfer or assign, in whole or from time to time in part, to any
direct or indirect wholly owned subsidiary of Parent, the right to purchase all
or any portion of the Shares tendered pursuant to the Offer, but any such
transfer or assignment will not prejudice the rights of tendering Stockholders
to receive payment for Shares validly tendered and accepted for payment pursuant
to the Offer.
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, Offeror all right, title
and interest in and to all of the Shares that are being tendered hereby and any
and all other Shares or other securities issued or issuable in respect of such
Shares on or after August 28, 2000 (a "Distribution"), and constitutes and
appoints 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 (i) deliver Certificates evidencing such Shares
(and any Distributions), or transfer ownership of such Shares (and any
Distributions) on the account books maintained by DTC together, in any such
case, with all accompanying evidences of transfer and authenticity to, or upon
the order of, Offeror, upon receipt by the Depositary, as the undersigned's
agent, of the purchase price with respect to such Shares, (ii) present such
Shares (and any Distributions) for transfer on the books of the Company and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any Distributions), all in accordance with the
terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints each designee of Offeror as the
attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to the full extent of the undersigned's rights with respect to all
Shares tendered hereby and accepted for payment and paid for by Offeror (and any
Distributions), including, without limitation, the right to vote such Shares
(and any Distributions) in such manner as each such attorney and proxy or his
substitute shall, in his reasonable discretion, deem proper. All such powers of
attorney and proxies, being deemed to be irrevocable, shall be considered
coupled with an interest in the Shares tendered herewith. Such appointment will
be effective when, and only to the extent that, Offeror accepts such Shares for
payment. Upon such acceptance for payment, all prior powers of attorney and
proxies given by the undersigned with respect to such Shares (and any
Distributions) will be revoked, without further action, and no subsequent powers
of attorney and proxies may be given (and, if given, will be deemed
ineffective). The designees of Offeror will, with respect to the Shares (and any
Distributions) for which such appointment is effective, be empowered to exercise
all voting and other rights of the undersigned as they in their reasonable
discretion may deem proper. Offeror reserves the absolute right to require that,
in order for Shares to be deemed validly tendered, immediately upon the
acceptance for payment of such Shares, Offeror or its designees are able to
exercise full voting rights with respect to such Shares (and any Distributions).
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
3
<PAGE>
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any Distributions) and that, when the same are accepted for payment
and paid for by Offeror, Offeror will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances including irrevocable proxies, and that the Shares tendered hereby
(and any Distributions) will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Depositary or Offeror to be necessary or desirable to complete the
sale, assignment and transfer of Shares tendered hereby (and any Distributions).
In addition, the undersigned shall promptly remit and transfer to the
Depositary, for the account of Offeror, all Distributions issued to the
undersigned on or after August 28, 2000, in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer; and pending such
remittance and transfer or appropriate assurance thereof, Offeror 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
of value thereof, as determined by Offeror in its reasonable discretion.
The undersigned understands that Offeror's acceptance for payment of any
Shares tendered hereby will constitute a binding agreement between the
undersigned and Offeror with respect to such Shares upon the terms and subject
to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Offeror may not be required to accept for payment any of
the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and return any Certificates
evidencing Shares not tendered or not accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and return any Certificates
evidencing Shares not tendered or not accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered." In the event that both the
"Special Payment Instructions" and the "Special Delivery Instructions" are
completed, please issue the check and return any such Certificates evidencing
Shares not tendered or not accepted for payment in the name(s) of, and deliver
such check and return such Certificates to, the person(s) so indicated. Unless
otherwise indicated herein under "Special Payment Instructions," in the case of
a book-entry delivery of Shares, please credit the account maintained at DTC
with respect to any Shares not accepted for payment. The undersigned recognizes
that Offeror has no obligation pursuant to the "Special Payment Instructions" to
transfer any Shares from the name of the registered holder thereof if Offeror
does not accept for payment any of the Shares tendered hereby.
4
<PAGE>
------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 7)
To be completed ONLY if Certificates not tendered or not accepted for
payment and the check for the purchase price of Shares accepted for payment
are to be issued in the name of someone other than the undersigned, or if
Shares delivered by book-entry transfer that are not accepted for payment
are to be returned by credit to an account maintained at DTC, other than to
the account indicated above.
Issue: Check and Certificate(s) to:
Name(s) ____________________________________________________________________
(PLEASE PRINT)
____________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
____________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
(ALSO COMPLETE SUBSTITUTE FORM W-9)
------------------------------------------------
------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 7)
To be completed ONLY if Certificates not tendered or not accepted for
payment and the check for the purchase price of Shares accepted for payment
are to be sent to someone other than the undersigned or to the undersigned
at an address other than that shown above.
Mail: Check and Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
____________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
(ALSO COMPLETE SUBSTITUTE FORM W-9)
------------------------------------------
5
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal if the Shares tendered thereby are tendered (i) by the
registered holder of Shares (which term, for such purposes, includes DTC if its
name appears on a security position listing as the owner of the Shares) who has
not completed the box entitled "Special Payment Instructions" herein or
(ii) for the account of a member firm of a registered national securities
exchange (registered under Section 6 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), by a member firm of the National Association of
Securities Dealers, Inc., by a commercial bank or trust company having an office
or correspondent in the United States or by any other "Eligible Guarantor
Institution," as defined in Rule 17Ad-15 under the Exchange Act (collectively,
"Eligible Institutions"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. If the Certificates
evidencing Shares are registered in the name of a person or persons other than
the signer of this Letter of Transmittal, or if payment is to be made, or
Certificates for unpurchased Shares are to be issued, to a person other than the
registered owner or owners, then the tendered Certificates must be endorsed or
accompanied by duly executed instruments of transfer (such as stock powers), in
either case signed exactly as the name or names of the registered owner or
owners appear on the Certificates, with the signatures on the Certificates or
stock powers guaranteed by an Eligible Institution as provided herein. See
Instruction 5.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by Stockholders if Certificates evidencing Shares are to be forwarded herewith
or, unless an Agent's Message is utilized, if delivery of Shares is to be made
pursuant to the procedures for book-entry transfer set forth in Section 3 of the
Offer to Purchase. For a Stockholder to validly tender Shares pursuant to the
Offer, either (a) a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), with any required signature guarantees
and any other required documents, or an Agent's Message in the case of a
book-entry delivery, must be received by the Depositary at one of its addresses
set forth herein prior to the Expiration Date and either (i) Certificates for
tendered Shares must be received by the Depositary at one of such addresses
prior to the Expiration Date or (ii) Shares must be delivered pursuant to the
procedures for book-entry transfer set forth in Section 3 of the Offer to
Purchase and a Book-Entry Confirmation must be received by the Depositary prior
to the Expiration Date or (b) the tendering Stockholder must comply with the
guaranteed delivery procedures set forth below and in Section 3 of the Offer to
Purchase.
Stockholders whose Certificates are not immediately available or who cannot
deliver their Certificates and all other required documents to the Depositary or
complete the procedures for book-entry transfer prior to the Expiration Date may
tender their Shares by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in
Section 3 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 Offeror, must be received by the Depositary prior to the Expiration
Date, and (iii) the Certificates representing all tendered Shares, in proper
form for transfer, or a Book-Entry Confirmation with respect to all tendered
Shares, together with a Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and duly executed, with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three NASDAQ National Market trading days
after the date of such Notice of Guaranteed Delivery. If Certificates are
forwarded separately to the Depositary, a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof) must accompany
each such delivery.
The method of delivery of Certificates, this Letter of Transmittal and any
other required documents, including delivery through the Book-Entry Transfer
Facility (as defined in Section 2 of the Offer to Purchase), is at the option
and sole risk of the tendering Stockholder and the delivery will be deemed made
only when actually received by the Depositary. 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. All
tendering Stockholders, by execution of this Letter of Transmittal (or a
manually signed facsimile thereof), waive any right to receive any notice of the
acceptance of their Shares for payment.
6
<PAGE>
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
information required under "Description of Shares Tendered" should be listed on
a separate signed schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If less than all of the Shares represented by any Certificates
delivered to the Depositary herewith is to be tendered hereby, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such case, a new Certificate for the remainder of the Shares that
were evidenced by the old Certificates will be sent, without expense, to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal, as soon as practicable
after the Expiration Date. All Shares represented by Certificate(s) delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, INSTRUMENTS OF TRANSFER AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the Certificates without
alteration, enlargement or any 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 as there are different registrations of Certificates. To
obtain additional Letters of Transmittal, you may either make a photocopy of
this Letter of Transmittal or call D.F. King & Co. Inc., the Information Agent,
at (800) 928-0153.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Certificates or
separate instruments of transfer are required unless payment is to be made, or
Certificates not tendered or not purchased are to be issued or returned, to a
person other than the registered holder(s).
If this Letter of Transmittal or any Certificates or instruments of transfer
are 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 Offeror of such person's authority to so act must be submitted.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by the Certificates listed and
transmitted hereby, or if payment is to be made, or Certificates not tendered or
not purchased are to be issued to a person other than the registered holder(s),
the Certificates must be endorsed or accompanied by appropriate instruments of
transfer, in either case signed exactly as the name(s) of the registered
holder(s) appear(s) on the Certificates. Signature(s) on such Certificates and
such endorsements or instruments of transfer must be guaranteed by an Eligible
Institution.
6. TRANSFER TAXES. Except as set forth in this Instruction 6, Offeror will
pay or cause to be paid any transfer taxes required to be paid by it with
respect to the transfer and sale of purchased Shares to it or 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 not purchased are to be registered in the name of, any person other than the
registered holder(s), or if tendered Certificates are registered in the name of
any person other than the person(s) signing this Letter of Transmittal, the
amount of any transfer taxes (whether imposed on the registered holder(s) or
such person) payable on account of the transfer to such person will not be the
responsibility of Offeror and may be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted herewith.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Certificates listed in this Letter of
Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check and Certificates
for unpurchased Shares are to be issued in the name of a person other than the
signer of this Letter of Transmittal or if a check is to be sent and such
Certificates are to be returned to someone other than the signer of this Letter
of Transmittal or to an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. If any tendered Shares
are not purchased for any reason and such Shares are delivered by book-entry
transfer to DTC, such Shares will be credited to an account maintained at DTC.
7
<PAGE>
8. 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 and requests for additional copies of the Offer
to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery
may be directed to the Information Agent or brokers, dealers, commercial banks
and trust companies and such materials will be furnished at Offeror's expense.
9. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by
Offeror, in whole or in part, at any time or from time to time, at Offeror's
reasonable discretion, subject to the terms of the Offer and the Merger
Agreement.
10. BACKUP WITHHOLDING TAX. Each tendering Stockholder is required to
provide the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below,
or to establish another basis for exemption from backup withholding. Failure to
provide the information on the Substitute Form W-9 or establish another
exemption may subject the tendering Stockholder to 31% federal income tax backup
withholding on the payment of the purchase price for the Shares. The tendering
Stockholder should indicate in the box in Part III of the Substitute Form W-9 if
the tendering Stockholder has not been issued a TIN and has applied for or
intends to apply for a TIN in the near future, in which case the tendering
Stockholder should complete the Certificate of Awaiting Taxpayer Identification
Number provided below. If the Stockholder has indicated in the box in Part III
that a TIN has been applied for and the Depositary is not provided a TIN within
60 days, the Depositary will withhold 31% of all payments of the purchase price,
if any, made thereafter pursuant to the Offer until a TIN is provided to the
Depositary.
11. LOST OR DESTROYED CERTIFICATES. If any Certificate representing Shares
has been lost or destroyed, the holder(s) should promptly notify ChaseMellon
Shareholder Services, L.L.C., in its capacity as transfer agent for the Shares
(telephone number: (800) 356-2017). The holder(s) will then be instructed as to
the procedure to be followed in order to replace such Certificates. This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost or destroyed Certificates have been followed and a new
Certificate has been issued.
IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES OR A
BOOK-ENTRY CONFIRMATION FOR SHARES AND ANY OTHER REQUIRED DOCUMENTS) MUST BE
RECEIVED BY THE DEPOSITARY, OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED
BY THE DEPOSITARY, PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Each tendering Stockholder whose tendered Shares are accepted for payment is
required to provide the Depositary (as payer) with such Stockholder's correct
TIN on Substitute Form W-9, a copy of which is provided below, or establish
another exemption from backup withholding. If such Stockholder is an individual,
the TIN is his social security number. 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, such Stockholder should so indicate on the Substitute Form W-9
and should complete the Certificate of Awaiting Taxpayer Identification Number
provided below. See Instruction 10. If the Depositary is not provided with the
correct TIN, the Stockholder may be subject to a $50 penalty imposed by the
Internal Revenue Service and payments that are made to such Stockholder with
respect to Shares purchased pursuant to the Offer may be subject to backup
withholding.
Certain Stockholders (including among others, all corporations and certain
foreign Stockholders) are not subject to these backup withholding and reporting
requirements. In order for a foreign Stockholder to qualify as an exempt
recipient, that Stockholder must submit the appropriate Form W-8, signed under
penalties of perjury, attesting to that individual Stockholder's exempt status.
The appropriate Form W-8 can be obtained from the Depositary. Other exempt
holders should complete Substitute Form W-9 in the manner indicated. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the Stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
8
<PAGE>
PURPOSE OF SUBSTITUTE FORM W-9
To prevent federal income tax backup withholding with respect to payment of
the purchase price for Shares purchased pursuant to the Offer, a Stockholder
must provide the Depositary with such Stockholder's correct TIN by completing
the Substitute Form W-9 below, certifying that the TIN provided on Substitute
Form W-9 is correct (or that such Stockholder is awaiting a TIN) and that
(1) such Stockholder is exempt from backup withholding, (2) such Stockholder has
not been notified by the Internal Revenue Service that he is subject to backup
withholding as a result of failure to report all interest or dividends or
(3) the Internal Revenue Service has notified the Stockholder that he is no
longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of the
Shares tendered hereby. If the Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report.
9
<PAGE>
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
________________________________________________________________________________
________________________________________________________________________________
SIGNATURE(S) OF STOCKHOLDER(S)
Name(s) ________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title) __________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number _________________________________________
Taxpayer Identification or Social Security Number ______________________________
(SEE SUBSTITUTE FORM W-9)
Dated:
----------------------------
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer of a corporation or other person
acting in a fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLEASE PLACE MEDALLION GUARANTEE BELOW.
Authorized Signature(s) ________________________________________________________
Name ___________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Name of Firm ___________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _________________________________________________
Dated: _________________________________________________________________________
10
<PAGE>
<TABLE>
<C> <S> <C>
-------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: EQUISERVE TRUST COMPANY
-------------------------------------------------------------------------------------------------------------------------
PART I--PLEASE PROVIDE YOUR TIN IN THE PART III--TIN
SUBSTITUTE BOX AT RIGHT AND CERTIFY BY SIGNING AND Social Security
FORM W-9 DATING BELOW. Number of Taxpayer
Identification Number
-------------------------------------------------------------------------
DEPARTMENT OF PART II--For Payees exempt from backup withholding, see the enclosed Guidelines for
THE TREASURY Certification of Taxpayer Identification Number on Substitute Form W-9 and complete
INTERNAL as instructed therein.
REVENUE
SERVICE Certification--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct TIN (or I am waiting for a number to
be issued to me); and
PAYOR'S (2) I am not subject to backup withholding because (a) I am exempt from backup
REQUEST FOR withholding, (b) I have not been notified by the Internal Revenue Service (the
TAXPAYER "IRS") that I am subject to backup withholding as a result of a failure to
IDENTIFICATION report all interest or dividends or (c) the IRS has notified me that I am no
NUMBER longer subject to backup withholding.
("TIN") AND
CERTIFICATION
-------------------------------------------------------------------------
SIGNATURE: DATE:
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
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 interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received
another notification from the IRS that you were no longer subject to backup
withholding, do not cross out item (2). (Also see the instructions in the
enclosed Guidelines.)
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me, and
either (1) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration office or (2) I
intend to mail or deliver an application in the near future. I understand that
if I do not provide a TIN by the time of payment, 31% of all payments pursuant
to the Offer made to me thereafter will be withheld until I provide a number.
SIGNATURE: _________________________ DATE: ________________________
------------------------------------------------------------------------------
11
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
BANKS AND BROKERAGE FIRMS CALL COLLECT: (212) 425-1685
ALL OTHERS CALL: (800) 928-0153
