<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
BROOKDALE LIVING COMMUNITIES, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED AUGUST 1, 2000
OF
FORTRESS BROOKDALE ACQUISITION LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, SEPTEMBER 5, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
LASALLE BANK NATIONAL ASSOCIATION
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<S> <C>
By Mail and Overnight Courier Delivery: By Hand:
LaSalle Bank National Association IBJ Whitehall
135 South LaSalle Street Bank and Trust Company
Corporate Trust Operations, Room 1811 Attn: Custody Operations
Chicago, IL 60603 Receive and Delivery
Administrator: Joseph Pellicore One State Street
New York, NY 10004
</TABLE>
Facsimile for Eligible Institutions:
312-904-2236
Facsimile by Confirmation Only:
(800) 246-5761
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DELIVERY OF THIS LETTER OF TRANSMITTAL, OR TRANSMISSION VIA FACSIMILE
TRANSMISSION, TO AN ADDRESS OR FACSIMILE 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 THIS LETTER OF TRANSMITTAL IS
COMPLETED.
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<S> <C> <C> <C>
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
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TOTAL NUMBER
OF SHARES
SHARE EVIDENCED BY NUMBER OF
CERTIFICATE SHARE SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
TOTAL SHARES
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* Need not be completed by stockholders delivering Shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate
delivered to the Depositary are being tendered hereby. See Instruction 4.
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</TABLE>
<PAGE> 2
This Letter of Transmittal is to be completed by stockholders of Brookdale
Living Communities, Inc. either if certificates evidencing Shares (as defined
below) are to be forwarded herewith or if delivery of Shares is to be made by
book-entry transfer to an account maintained by the Depositary at The Depository
Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the
procedures described under "THE TENDER OFFER -- Section 3. Procedures for
Tendering Shares" in the Offer to Purchase (as defined below). DELIVERY OF
DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Stockholders whose certificates evidencing Shares ("Certificates") are not
immediately available or who cannot deliver their Certificates and all other
documents required hereby to the Depositary prior to the Expiration Date (as
defined in the Offer to Purchase) or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis and who wish to tender their
Shares must do so pursuant to the guaranteed delivery procedure described under
"THE TENDER OFFER -- Section 3. Procedures for Tendering Shares" in the Offer to
Purchase. See Instruction 2.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF TENDERED SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
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If delivery is by book-entry transfer, check box: [ ]
Account Number:
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Transaction Code Number:
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2
<PAGE> 3
SIGNATURES MUST BE PROVIDED AT THE END OF THIS LETTER OF TRANSMITTAL.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Fortress Brookdale Acquisition LLC, a
Delaware limited liability company ("Purchaser") owned by Fortress Registered
Investment Trust, a Delaware business trust and Health Partners, a Bermuda
exempted partnership and an affiliate of Capital Z Partners, Ltd., all of the
shares of common stock, par value $.01 per share (the "Shares") described below,
of Brookdale Living Communities, Inc., a Delaware corporation (the "Company"),
at a price of $15.25 per Share, net to the seller in cash (such amount, or any
greater amount per Share paid pursuant to the Offer, being referred to herein as
the "Offer Price"), less any amounts required by law to be withheld and paid to
governmental entities without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated August 1, 2000 (the
"Offer to Purchase"), receipt of which is hereby acknowledged and in this Letter
of Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"). The undersigned understands that Purchaser reserves the
right to transfer or assign, in whole, or from time to time in part, to one or
more of its affiliates, the right to purchase all or any portion of the issued
and outstanding Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve Purchaser of its obligations under the Offer and
will in no way 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 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 the Shares that are being tendered
hereby (and any and all non-cash dividends, distributions, rights, other Shares
or other securities issued or issuable in respect thereof on or after the date
of the Merger Agreement described in the Offer to Purchase (collectively,
"Distributions")) and irrevocably appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares (and
any and all Distributions), with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver Certificates evidencing such Shares (and any and all Distributions),
or transfer ownership of such Shares (and any and all Distributions) on the
account books maintained by a Book-Entry Transfer Facility, together, in either
case, with all accompanying evidences of transfer and authenticity, to or upon
the order of Purchaser, (ii) present such Shares (and any and all Distributions)
for transfer on the books of the Company, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and any
and all Distributions), all in accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints Randal A. Nardone, William B.
Doniger and Paul H. Warren, as the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to vote in such manner as
each such attorney-in-fact and proxy or his substitute shall, in his sole
discretion, deem proper and otherwise act (by written consent or otherwise) with
respect to all of the Shares (and any and all Distributions) tendered hereby and
which have been accepted for payment by Purchaser prior to the time of such vote
or other action and all Shares and other securities issued in Distributions in
respect of such Shares, which the undersigned is entitled to vote at any meeting
of stockholders of the Company (whether annual or special and whether or not an
adjourned or postponed meeting) or consent in lieu of any such meeting or
otherwise. This proxy and power of attorney is coupled with an interest in the
Shares tendered hereby, is irrevocable and is granted in consideration of, and
is effective upon, the acceptance for payment of such Shares by Purchaser in
accordance with other terms of the Offer. Such acceptance for payment shall,
without further action, revoke all other powers of attorney and proxies granted
by the undersigned at any time with respect to such Shares (and any and all
Distributions), and no subsequent power of attorney or proxy shall be given or
written consent executed (and if given or executed shall not be effective) by
the undersigned with respect thereto. The undersigned understands that, in order
for Shares to be deemed validly tendered, immediately upon Purchaser's
acceptance of such Shares for payment, Purchaser must be able to exercise full
voting and other rights with respect to such Shares (and any and all
Distributions), including, without limitation, voting at any meeting of the
Company's stockholders then scheduled.
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 all Distributions with respect thereof, that the undersigned
has a
3
<PAGE> 4
net long position in the Shares tendered hereby within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that the tender of the tendered Shares complies with Rule 14e-4 under the
Exchange Act, and that when the same are accepted for payment by Purchaser,
Purchaser will acquire good, marketable and unencumbered title thereto and to
all Distributions, free and clear of all liens, restriction, charges and
encumbrances and the same will not be subject to any adverse claims. The
undersigned, upon request, shall execute and deliver all additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby and all
Distributions. In addition, the undersigned shall remit and transfer promptly to
the Depositary for the account of Purchaser all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and pending such remittance and transfer or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire Offer Price of the Shares tendered
hereby, or deduct from such Offer Price, the amount or value of such
Distribution as determined by Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, successors and assigns of the undersigned. Except as stated in the
Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the Offer to Purchase under "THE TENDER
OFFER -- Section 3. Procedures for Tendering Shares" and in the instructions
hereto will constitute the undersigned's acceptance of the terms and subject to
the conditions of the Offer (and if the Offer is extended or amended, the terms
or conditions of any such extension or amendment). Purchaser's acceptance of
such Shares for payment 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 in the box entitled "Special Payment
Instructions," please issue the check for the Offer Price of all Shares
purchased, and return any Certificates evidencing Shares not tendered or
accepted for payment in the name(s) of the registered holder(s) appearing above
under "Description of Shares Tendered." Similarly, unless otherwise indicated in
the box entitled "Special Delivery Instructions," please mail the check for the
Offer Price of all Shares purchased and all Certificates evidencing Shares not
tendered or not accepted for payment (and any accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above
under "Description of Shares Tendered." In the event that the boxes entitled
"Special Payment Instructions" and "Special Delivery Instructions" are both
completed, please issue the check for the Offer Price of all Shares purchased
and return all Certificates evidencing Shares not tendered or not accepted for
payment (and any accompanying documents, as appropriate) in the name(s) of, and
mail such check and return Certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box entitled "Special Payment Instructions," please credit any Shares
tendered hereby and delivered by book-entry transfer that are not accepted for
payment by crediting the account at the Book-Entry Transfer Facility designated
above. The undersigned recognizes that Purchaser has no obligation, pursuant to
the "Special Payment Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Purchaser does not purchase any of the Shares
tendered hereby.
4
<PAGE> 5
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Offer Price of Shares
accepted for payment is to be issued in the name of someone other than the
undersigned, if Certificates evidencing Shares not tendered or not
purchased are to be issued in the name of someone other than the
undersigned or if Shares tendered hereby and delivered by book-entry
transfer that are not purchased are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other than the account
indicated above.
Issue [ ] Check [ ] Certificate(s) to:
Name:
----------------------------------------------------
(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)
[ ] Credit Shares delivered by book-entry transfer and not purchased to
the Book-Entry Transfer Facility account.
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ACCOUNT NUMBER
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Offer Price of Shares
purchased or Certificates evidencing Shares not tendered or not purchased
are to be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown under "Description of
Shares Tendered."
Mail [ ] Check [ ] Certificate(s) to:
Name:
----------------------------------------------------
(PLEASE PRINT)
Address:
--------------------------------------------------
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(INCLUDE ZIP CODE)
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5
<PAGE> 6
IMPORTANT
STOCKHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)
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SIGNATURE(S) OF STOCKHOLDER(S)
Dated:
------------------------, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
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 trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please provide the following information and see Instruction 5.)
Name(s):
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm:
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Capacity (full title):
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(SEE INSTRUCTION 5)
Address:
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--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
--------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW
Authorized Signature(s):
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Name:
--------------------------------------------------------------------------------
Name of Firm:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Dated:
------------------------, 2000
6
<PAGE> 7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE TENDER OFFER
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Guarantee Program or
the Stock Exchange Medallion Program (each, an "Eligible Institution"), unless
(i) this Letter of Transmittal is signed by the registered holder(s) of Shares
(which term, for the purposes of this document, shall include any participant in
a Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of Shares) tendered hereby and such holder(s) has (have) not
completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions" on this Letter of Transmittal or (ii)
such Shares are tendered for the account of an Eligible Institution. See
Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if
Certificates are to be forwarded herewith or if Shares are to be delivered by
book-entry transfer pursuant to the procedure set forth under "THE TENDER
OFFER -- Section 3. Procedures for Tendering Shares" in the Offer to Purchase.
Certificates evidencing all physically tendered Shares, or confirmation
("Book-Entry Confirmation") of any book-entry transfer into the Depositary's
account at a Book-Entry Transfer Facility of Shares delivered by book-entry as
well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) must be received by the Depositary at one of its addresses
set forth herein prior to the Expiration Date (as defined in Section 1 under
"THE TENDER OFFER -- Section 1. Terms of the Offer; Expiration Date" in the
Offer to Purchase). If Certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery. Stockholders whose Certificates are not
immediately available, who cannot deliver their Certificates and all other
required documents to the Depositary prior to the Expiration Date or who cannot
comply with the book-entry transfer procedure on a timely basis may tender their
Shares pursuant to the guaranteed delivery procedures described under "THE
TENDER OFFER -- Section 3. Procedures for Tendering Shares" in 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 provided by Purchaser, must be
received by the Depositary (as provided in (iii) below) prior to the Expiration
Date and (iii) the Certificates evidencing all physically delivered Shares in
proper form for transfer by delivery (or Book-Entry Confirmation with respect to
such Shares), as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees, and
any other documents required by this Letter of Transmittal, must be received by
the Depositary within three Nasdaq trading days after the date of execution of
such Notice of Guaranteed Delivery, all as described under "THE TENDER
OFFER -- Section 3. Procedures for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT SUCH CERTIFICATES AND OTHER REQUIRED
DOCUMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT
REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO INSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or facsimile hereof), all tendering stockholders waive any right to receive any
notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Certificate numbers, the number of Shares
evidenced by such Certificates and the number of Shares tendered should be
listed on a separate signed schedule and attached hereto.
4. Partial Tenders. (Not applicable to stockholders who tender by
book-entry transfer.) If fewer than all the Shares evidenced by any Certificate
submitted to the Depositary herewith are 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 cases, new Certificate(s) evidencing the remainder of the
Shares that were evidenced by the old Certificate(s) delivered to the Depositary
herewith will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the box entitled "Special Delivery Instructions,"
as soon as practicable after the Expiration Date. All Shares evidenced by the
Certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
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<PAGE> 8
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures(s) must correspond with the names(s) as written
on the face of the Certificate(s) evidencing such Shares without alteration,
enlargement or any change whatsoever.
If any Shares tendered hereby are owned of record by two or more persons,
all such persons must sign this Letter of Transmittal.
If any Shares tendered hereby are registered in names of different holders,
it will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Certificates or separate stock powers
are required, unless payment is to be made to, or Certificates evidencing Shares
not tendered or purchased are to be issued in the name of, a person other than
the registered holder(s), in which case, the Certificate(s) evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such Certificates(s). Signatures on such Certificates and stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Certificate(s). Signatures on such
Certificate(s) or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or any person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay or cause to be paid all stock transfer taxes with respect
to the transfer and sale of any Shares to it pursuant to the Offer. If, however,
payment of the Offer Price of any Shares purchased is to be made to, or if
Certificate(s) evidencing Shares not tendered or not purchased are to be issued
in the name of, a person other than the registered holder(s), or if
Certificate(s) evidencing tendered shares are registered in the name of the
person other than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered holder(s), or
such other person or otherwise) payable on account of the transfer to such other
person will be deducted from the Offer Price of such Shares purchased, unless
evidence satisfactory to Purchaser of the payment of such taxes or exemption
therefrom is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) EVIDENCING
THE SHARES TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check for the Offer
Price of any Shares tendered hereby is to be issued, or Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name of
a person other than the person(s) signing this Letter of Transmittal or if such
check or any such Certificate is to be sent and/or any Certificates are to be
returned to someone other than the signer above, or to the signer above but at
an address other than that shown in the box entitled "Description of Shares
Tendered" on the reverse hereof, the appropriate boxes on the reverse of this
Letter of Transmittal must be completed. Stockholders delivering Shares tendered
hereby by book-entry transfer may request that Shares not purchased be credited
to such account maintained at a Book-Entry Transfer Facility as such stockholder
may designate in the box entitled "Special Delivery Instructions" on the reverse
hereof. If no such instructions are given, all such Shares not purchased will be
returned by crediting the account at the Book-Entry Transfer Facility designated
on the reverse hereof as the account from which such Shares were delivered.
8. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent or the
Dealer Manager at their respective telephone numbers and addresses set forth on
the back cover page of this Letter of Transmittal. Additional copies of the
Offer to Purchase may be obtained from the Information Agent or from brokers,
dealers, commercial banks or trust companies.
8
<PAGE> 9
9. Waiver of Conditions. Except as otherwise provided in the Offer to
Purchase and subject to the terms of the Merger Agreement, Purchaser reserves
the right in its sole discretion to waive in whole or in part at any time or
from time to time any of the specified conditions of the Offer or any defect or
irregularity in tender with regard to any Shares tendered.
10. Substitute Form W-9. A tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, included herewith, and to certify, under penalties of
perjury, that such number is correct and that such stockholder is not subject to
backup withholding of Federal income tax. If a tendering stockholder is subject
to backup withholding, the stockholder must cross out Item (Y) of Part 3 of the
Substitute Form W-9. Failure to provide the information on the Substitute Form
W-9 may subject the tendering stockholder to Federal income tax withholding of
31% of any payments made to the stockholder pursuant to the Offer. If backup
withholding results in an overpayment of Federal income tax, a refund may be
obtained from the Internal Revenue Service.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for more instructions. Foreign stockholders should submit an
appropriate and properly completed IRS Form W-8, a copy of which may be obtained
from the Depositary, in order to avoid backup withholding.
11. Lost, Destroyed or Stolen Share Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary in its capacity as transfer agent for the shares
(toll-free telephone number: (800) 246-5761). The stockholder will then be
instructed as to the steps that must be taken in order to replace the Share
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen Share
certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS), OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct TIN. If such stockholder is an individual, the TIN is such
stockholder's Social Security Number. If the Depositary is not provided with the
correct TIN or an adequate basis for an exemption, such stockholder may be
subject to penalties imposed by the Internal Revenue Service and backup
withholding in an amount equal to 31% of the gross proceeds received under the
Offer. To prevent backup withholding, each tendering stockholder must provide
such stockholder's correct TIN by completing the Substitute Form W-9 included
herewith, certifying that the TIN provided is correct, or that such stockholder
is awaiting a TIN, and that (i) the stockholder is exempt from backup
withholding, (ii) the stockholder has not been notified by the Internal Revenue
Service that such stockholder is subject to backup withholding as a result of a
failure to report all interest or dividends, or (iii) the Internal Revenue
Service has notified the stockholder that such stockholder is no longer subject
to backup withholding. If a tendering stockholder is subject to backup
withholding, such stockholder must cross out Item (Y) of Part 3 of the
Substitute Form W-9.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt stockholders, other than foreign persons, should furnish
their TIN, write "Exempt" in Part 2 of the Substitute Form W-9 included herewith
and sign, date and return the Substitute Form W-9 to the Depositary. In order
for a foreign person to qualify as an exempt stockholder, such person must
submit an appropriate and properly completed IRS Form W-8, attesting to that
person's exempt status. Such a Form W-8 may be obtained from the Depositary. See
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional information.
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 withholding
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<PAGE> 10
will be reduced by the amount of tax withheld. If backup withholding results in
an overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
WHAT NUMBER TO GIVE THE DEPOSITARY
A tendering stockholder is required to give the Depositary the TIN of the
record holder 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 guidelines on which number to report. If the tendering stockholder
does not currently have a TIN, but has applied for a TIN or intends to apply for
a TIN in the near future, such stockholder should (i) consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for instructions on applying for a TIN, (ii) write "Applied For" in the
space provided in Part 1(a) of the Substitute Form W-9 and check the appropriate
box in Part 1(b), and (iii) sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number included herewith. Note
that writing "Applied For" on the Substitute Form W-9 means that the stockholder
has already applied for a TIN or that such stockholder intends to apply for one
in the near future. If the box in Part 1(b) is checked, the Depositary will
withhold 31% of payments made to the stockholder.
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<TABLE>
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: LASALLE BANK NATIONAL ASSOCIATION
-------------------------------------------------------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------------
Address
SUBSTITUTE
FORM W-9 --------------------------------------------------------------------------------------
(Number and Street)
-----------------------------------------------------------------------------------
(City) (State) (Zip Code)
-------------------------------------------------------------------------------------------------
Department of the Treasury PART 1(A)--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
Internal Revenue Service CERTIFY BY SIGNING AND DATING BELOW.
TIN: -----------------------
(Social Security Number
or Employer
Identification Number)
-------------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR PART 1(B)--PLEASE CHECK THE BOX AT RIGHT IF YOU HAVE APPLIED FOR, AND ARE AWAITING RECEIPT
TAXPAYER IDENTIFICATION OF, YOUR TIN.
NUMBER ("TIN") [ ]
------------------------------------------------------------------------------------------------
PART 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE "EXEMPT" HERE
(SEE INSTRUCTIONS) --------------------------------------------------------------
------------------------------------------------------------------------------------------------
PART 3--CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(X) The number shown on this form is my correct TIN (or I am waiting for a number to be
issued to me) and (Y) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.
------------------------------------------------------------------------------------------------
SIGN HERE & SIGNATURE ________________________________________ DATE ____________________
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
CERTIFICATION OF INSTRUCTIONS--You must cross out Item (Y) or Part 3 above if
you have been notified by the IRS that you are currently 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 are no
longer subject to backup withholding, do not cross out Item (Y).
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 1(B)
OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE AWAITING
RECEIPT OF, YOUR TIN.
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 (1) I HAVE MAILED OR DELIVERED AN APPLICATION
TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE
SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (2) I INTEND TO MAIL
OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT
PROVIDE A TAXPAYER IDENTIFICATION NUMBER TO THE PAYER BY THE TIME OF PAYMENT, 31
PERCENT OF ALL REPORTABLE PAYMENTS MADE TO ME PURSUANT TO THIS OFFER WILL BE
WITHHELD.
<TABLE>
<S> <C>
----------------------------------------------- ----------------------------------------------,2000
SIGNATURE DATE
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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<PAGE> 12
Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at the addresses and telephone numbers set forth
below. Requests for additional copies of this Offer to Purchase and the Letter
of Transmittal may be directed to the Information Agent. Stockholders may also
contact their brokers, dealers, commercial banks, trust companies or other
nominees for assistance concerning the Offer.
The Information Agent for the Offer is:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, New Jersey 07072-2586
Call Toll Free: (800) 548-1027
Banks and Brokers Call Toll Free: (800) 346-7885
The Dealer Manager for the Offer is:
PRUDENTIAL SECURITIES INCORPORATED
One New York Plaza, 18th Floor
New York, NY 10292-2018
Call Toll Free: (888) 713-4198
12
