<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
GETTY PETROLEUM MARKETING INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 9, 2000
BY
MIKECON CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF
OAO LUKOIL
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
<TABLE>
<S> <C>
By Mail: By Hand or Overnight Courier:
59 Maiden Lane 59 Maiden Lane
New York, New York 10038 New York, New York 10038
(800) 937-5449 (800) 937-5449
(718) 921-8200 (718) 921-8200
</TABLE>
By Facsimile:
(For Eligible Institutions Only)
(718) 234-5001
Confirm by Telephone:
(800) 937-5449
(718) 921-8200
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE COPY NUMBER OTHER THAN
AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
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 certificates
representing shares of Common Stock (as such term is defined in the Offer to
Purchase) (such holders of shares of Common Stock, collectively, the "Holders"),
if certificates for shares of Common Stock are to be forwarded herewith or,
unless an Agent's Message (as defined in the Offer to Purchase) is utilized, if
tenders of shares of Common Stock are to be made by book-entry transfer into the
account of American Stock Transfer & Trust Company, as depositary (the
"Depositary"), at The Depository Trust Company (the "Book-Entry Transfer
Facility" or "DTC"), in each case pursuant to the procedures set forth in
Section 3 -- "Procedures for Tendering Shares" of the Offer to Purchase. Holders
who tender shares of Common Stock by book-entry transfer are referred to herein
as "Book-Entry Holders".
Any Holders who desire to tender shares of Common Stock and whose
certificate(s) evidencing such shares of Common Stock (the "Certificates") are
not immediately available, or who cannot comply with the procedures for
book-entry transfer described in the Offer to Purchase on a timely basis, may
nevertheless tender such shares of Common Stock by following the procedures for
guaranteed delivery set forth in Section 3 -- "Procedures for Tendering Shares"
of the Offer to Purchase. See Instruction 2 of this Letter of Transmittal.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
<TABLE>
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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) SHARES TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S) TENDERED) (ATTACH ADDITIONAL LIST IF NECESSARY)
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<CAPTION>
<S> <C> <C> <C>
TOTAL NUMBER
OF SHARES
SHARE REPRESENTED NUMBER OF
CERTIFICATE BY SHARE SHARES
NUMBERS* CERTIFICATE(S)* TENDERED**
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-------------------------------------------------
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TOTAL SHARES:
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* Need not be completed by Book-Entry Holders.
** Unless otherwise indicated, it will be assumed that all shares of Common Stock evidenced by any Certificate(s)
delivered to the Depositary are being tendered. See Instruction 4.
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</TABLE>
<PAGE> 2
BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 2)
[ ] CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER TO AN
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name(s) of Tendering Institution(s):
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Account Number:
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Transaction Code Number:
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PRIOR GUARANTEED DELIVERY
(SEE INSTRUCTION 2)
[ ] CHECK HERE IF 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, give the following information:
Account Number (if delivered by Book-Entry Transfer):
-----------------------------------------------------------------
Transaction Code Number:
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[ ] CHECK HERE IF TENDER IS BEING MADE IN RESPECT OF LOST, MUTILATED OR
DESTROYED CERTIFICATES. (SEE INSTRUCTION 9)
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 6
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby tenders to Mikecon Corp. (the "Purchaser"), a
Delaware corporation and wholly owned subsidiary of Lukoil Americas Corporation,
a Delaware corporation ("Parent"), the above-described shares of Common Stock of
Getty Petroleum Marketing Inc., a Maryland corporation (the "Company"), upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 9, 2000 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, as they may be amended
and supplemented from time to time, together constitute the "Offer"). The
undersigned understands that the Purchaser reserves the right to assign to any
other direct or indirect wholly owned subsidiary of Parent the right to purchase
all or any portion of the shares of Common Stock tendered pursuant to the Offer,
but the undersigned further understands that any such assignment will not
relieve the Purchaser of its obligations under the Offer and the Merger
Agreement (as hereinafter defined) and that any such assignment will in no way
prejudice the rights of tendering Holders to receive payment for the shares of
Common Stock validly tendered (and not withdrawn) and accepted for payment
pursuant to the Offer. This Offer is being made pursuant to the Agreement and
Plan of Merger, dated as of November 2, 2000 (as amended from time to time, the
"Merger Agreement"), by and among OAO LUKOIL, Lukoil International GmbH, Parent,
the Purchaser and the Company.
Subject to, and effective upon, acceptance for payment of, and payment for,
the shares of Common Stock tendered herewith in accordance with the terms of the
Offer (including, if the Offer is extended or amended, the terms and conditions
of such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Purchaser all right, title and interest
in and to all of the shares of Common Stock that are being tendered hereby and
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such shares of Common Stock
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to (a) deliver such Certificates and
transfer ownership of such shares of Common Stock on the account books
maintained by the Book-Entry Transfer Facility, together with all accompanying
evidences of transfers and authenticity, to or upon the order of the Purchaser,
(b) present such shares of Common Stock for transfer on the books of the Company
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such shares of Common Stock, all in accordance with the terms and
subject to the conditions of the Offer as set forth in the Offer to Purchase.
The undersigned hereby irrevocably appoints each designee of the Purchaser
as attorney-in-fact and proxy of the undersigned, with full power of
substitution, to vote the shares of Common Stock as described below in such
manner as each such attorney-in-fact and proxy (or any substitute thereof) shall
deem proper in its sole discretion, and to otherwise act (including pursuant to
written consent) to the full extent of the undersigned's rights with respect to
the shares of Common Stock tendered hereby and accepted for payment by the
Purchaser prior to the time of such vote or action. All such proxies shall be
considered coupled with an interest in the tendered shares of Common Stock and
shall be irrevocable and are granted in consideration of, and are effective
upon, the acceptance for payment of such shares of Common Stock in accordance
with the terms of the Offer. Such acceptance for payment by the Purchaser shall
revoke, without further action, any other proxy or power of attorney granted by
the undersigned at any time with respect to such shares of Common Stock and no
subsequent proxies or powers of attorney will be given (or, if given, will not
be deemed effective) with respect thereto by the undersigned. The designees of
the Purchaser will, with respect to the shares of Common Stock for which the
appointment is effective, be empowered to exercise all voting and other rights
as they in their sole discretion may deem proper at any annual, special,
adjourned or postponed meeting of the Company's stockholders, by written consent
or otherwise, and the Purchaser reserves the right to require that, in order for
shares of Common Stock to be deemed validly tendered, immediately upon the
Purchaser's acceptance for payment of such shares of Common Stock, the Purchaser
must be able to exercise all rights (including, without limitation, all voting
rights) with respect to such shares of Common Stock.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the shares of
Common Stock tendered hereby and that, when the same are accepted for payment by
the Purchaser, the 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 the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the shares of Common Stock
tendered hereby.
3
<PAGE> 4
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Subject to the withdrawal rights set forth in Section 4 -"Withdrawal Rights" of
the Offer to Purchase, the tender of the shares of Common Stock and related
distributions hereby made is irrevocable.
The undersigned understands that tenders of the shares of Common Stock
pursuant to any of the procedures described in Section 3 -- "Procedures for
Tendering Shares" of the Offer to Purchase and in the instructions hereto will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions set forth in the Offer. Without limiting
the generality of the foregoing, if the price to be paid in the Offer is amended
in accordance with the terms of the Merger Agreement, the price to be paid to
the undersigned will be amended. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the shares of Common Stock tendered
hereby.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price or return any Certificates 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 or return any Certificates 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 Delivery Instructions and the Special Payment
Instructions are completed, please issue the check for the purchase price or
issue any Certificates not so tendered or accepted for payment in the name of,
and deliver said check or return such Certificates to, the person or persons so
indicated. Unless otherwise indicated under Special Payment Instructions, please
credit any shares of Common Stock tendered herewith 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 the Purchaser has no
obligation, pursuant to the Special Payment Instructions, to transfer any shares
of Common Stock from the name(s) of the registered holder(s) thereof if the
Purchaser does not accept for payment any of the shares of Common Stock so
tendered.
4
<PAGE> 5
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Certificate(s) for shares of Common Stock not
tendered or purchased and/or the check for the purchase price of shares of
Common Stock purchased are to be issued in the name of someone other than the
undersigned, or if shares of Common Stock tendered by book-entry transfer
which are not accepted for payment are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other than that shown on page
1.
[ ] Issue Check and Certificate(s) to:
Name:
---------------------------------------------------
PLEASE TYPE OR PRINT
Address:
-------------------------------------------------
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)
[ ] Credit shares of Common Stock tendered by book-entry transfer that are
not accepted for payment to the Book-Entry Transfer Facility account
designated below.
(DTC Account No.)
-----------------------------------
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Certificate(s) for shares of Common Stock not
tendered or purchased and/or the check for the purchase price of shares of
Common Stock purchased are to be sent to someone other than the undersigned,
or to the undersigned at an address other than that shown on page 1.
Mail Check and Certificate(s) to:
Name:
---------------------------------------------------
PLEASE TYPE OR PRINT
Address:
-------------------------------------------------
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)
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5
<PAGE> 6
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IMPORTANT
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1 AND 5)
(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)
X
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X
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Signature(s) of Holder(s)
Dated:
------------------------------------------ , 2000
(Must be signed by registered Holder(s) exactly as name(s) appear(s) on
Certificate(s) or on a security position listing or by person(s)
authorized to become registered Holder(s) by Certificate(s) and documents
transmitted with this Letter of Transmittal. If signature is by
trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, officers of corporations or other person(s) acting in
a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)
Name(s):
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(Please Print)
Capacity (Full Title):
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Address:
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(Include Zip Code)
--------------------------------------------------------------------------
(Daytime Area Code and Telephone No.)
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(Tax Identification or Social Security Number)
(See Substitute Form W-9 Included Herewith)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5 HEREOF)
SPACE BELOW FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN THE SPACE BELOW.
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6
<PAGE> 7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most 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 Holder(s) (which term, for purposes of this
document, includes any participant in the Book-Entry Transfer Facility and any
Holder whose name appears on a security position listing as the owner of shares
of Common Stock) of the shares of Common Stock tendered herewith and such
Holder(s) has not completed the box entitled either "Special Payment
Instructions" or "Special Delivery Instructions" on this Letter of Transmittal
or (b) if such shares of Common Stock are tendered for the account of an
Eligible Institution. See Instruction 5 of this Letter of Transmittal.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES OR BOOK-ENTRY
CONFIRMATIONS. This Letter of Transmittal is to be completed by stockholders
either if Certificates representing shares of Common Stock are to be forwarded
herewith to the Depositary or, unless an Agent's Message (as defined in the
Offer to Purchase) is utilized, if tenders of shares of Common Stock are to be
made pursuant to the procedures for delivery by book-entry transfer set forth in
Section 2 of the Offer to Purchase. Certificates representing all physically
tendered shares of Common Stock or any book-entry confirmation of shares of
Common Stock, as the case may be, together with a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof), with any
required signature guarantees, (or, in connection with a book-entry transfer, an
Agent's Message) and any other documents required by this Letter of Transmittal
must be received by the Depositary at one of its addresses set forth herein on
or prior to the Expiration Date (as defined in the Offer to Purchase).
Holders whose Certificates are not immediately available or who cannot
deliver their Certificates and all other required documents to the Depositary
prior to the Expiration Date or who cannot complete the procedures for
book-entry transfer on a timely basis may nevertheless tender their shares of
Common Stock by properly completing and duly executing a Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 --
"Procedures for Tendering Shares" of the Offer to Purchase. Pursuant to such
procedure: (i) such tender must be made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Purchaser, must be received by the
Depositary prior to the Expiration Date; and (iii) Certificates, as well as a
Letter of Transmittal (or copy thereof), properly completed and duly executed
with any required signature guarantees (or, in the case of a book-entry
delivery, an Agent's Message (as defined in the Offer to Purchase)), and all
other documents required by this Letter of Transmittal must be received by the
Depositary within three New York Stock Exchange trading days after the date of
execution of such Notice of Guaranteed Delivery.
If Certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal (or copy thereof)
must accompany each such delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE SHARES,
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION (AS DEFINED IN THE OFFER TO PURCHASE)). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional shares of Common Stock will be purchased. All tendering Holders, by
execution of this Letter of Transmittal (or a copy hereof), waive any right to
receive any notice of the acceptance of their shares of Common Stock for
payment.
3. INADEQUATE SPACE. If the space provided under "Description of Shares
Tendered" is inadequate, the share Certificate numbers and/or the number of
shares of Common Stock should be listed on a separate schedule and attached
hereto.
7
<PAGE> 8
4. PARTIAL TENDERS. (Applicable to Certificate Holders Only; Not
Applicable to shares of Common Stock which are Tendered by Book-Entry Transfer.)
If fewer than all the shares of Common Stock evidenced by any Certificate
submitted are to be tendered, fill in the number of shares of Common Stock 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 of Common Stock
that were evidenced by Certificate(s) delivered to the Depositary will be sent
to the person signing this Letter of Transmittal, unless otherwise provided in
the box entitled "Special Delivery Instructions" on this Letter of Transmittal,
as soon as practicable after the Expiration Date. All shares of Common Stock
represented by Certificate(s) delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered Holder(s) of the shares
of Common Stock 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 change whatsoever.
If any of the shares of Common Stock 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 of Common Stock 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
the shares of Common Stock.
If this Letter of Transmittal or any Certificate or stock power is signed
by a trustee, executor, administrator, 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 evidence satisfactory to the
Depositary and the Purchaser of such person's authority so to act must be
submitted.
If this Letter of Transmittal is signed by the registered Holder(s) of the
shares of Common Stock transmitted hereby, no endorsements of Certificate(s) or
separate stock powers are required unless payment is to be made to, or
Certificate(s) evidencing the shares of Common Stock not tendered or purchased
are to be issued in the name of, a person other than the registered Holder(s).
Signatures on such Certificate(s) or 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 of Common Stock tendered hereby, the
Certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name or names of the registered Holder(s)
appear(s) on such Certificate(s). Signatures on such Certificate(s) or stock
powers must be guaranteed by an Eligible Institution.
6. TRANSFER TAXES. Except as otherwise provided in this Instruction 6,
the Purchaser will pay or cause to be paid any transfer taxes with respect to
the transfer and sale of purchased shares of Common Stock to it or its order
pursuant to the Offer. If, however, payment of the purchase price of any shares
of Common Stock purchased is to be made to or, in the circumstances permitted
hereby, if Certificate(s) for the shares of Common Stock not tendered or
purchased are to be registered in the name of, any person other than the
registered holder, or if tendered Certificate(s) 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 or such
person) payable on account of the transfer to such person will be deducted from
the purchase price for such shares of Common Stock 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 Certificate(s) listed in this Letter of
Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price is to be issued in the name of, and/or Certificates for the shares of
Common Stock not tendered or not accepted for payment are to be issued in the
name of, a person other than the signer of this Letter of Transmittal or if a
check and/or such Certificates for shares of Common Stock are to be mailed to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown on page 1, the appropriate boxes on page 5 of this Letter
of Transmittal should be completed. A Book-Entry Holder may request that shares
of Common Stock not accepted for payment be credited to such account maintained
at the Book-Entry Transfer Facility as such Book-Entry Holder may designate
under "Special Payment Instructions". If no
8
<PAGE> 9
such instructions are given, such shares of Common Stock not accepted for
payment will be returned by crediting the account at the Book-Entry Transfer
Facility designated above.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests
for assistance may be directed to, or 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 at its
address set forth on the back cover of the Offer to Purchase or from your
broker, dealer, commercial bank or trust company.
9. LOST, MUTILATED OR DESTROYED CERTIFICATES. If any Certificates have
been lost, mutilated or destroyed, the Holder should promptly notify the
Depositary by checking the box immediately preceding the special payment/special
delivery instructions and indicating the number of shares of Common Stock lost.
The Holder will then be instructed as to the procedure to be followed in order
to replace the relevant Certificates. This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost, mutilated
or destroyed Certificates have been followed.
10. SUBSTITUTE FORM W-9. Each tendering Holder is required to provide the
Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such stockholder is not subject to backup withholding of federal income tax. If
a tendering Holder has been notified by the Internal Revenue Service that such
stockholder is subject to backup withholding, such Holder must cross out item
(2) of the Certification box of the Substitute Form W-9, unless such Holder has
since been notified by the Internal Revenue that such Holder is no longer
subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the tendering Holder to 31% federal income tax
withholding on the payment of the purchase price of all shares of Common Stock
purchased from such Holder. If the tendering Holder has not been issued a TIN
and has applied for one or intends to apply for one in the near future, such
Holder should write "Applied For" in the space provided for the TIN in Part I of
the Substitute Form W-9, and sign and date the Substitute Form W-9. If "Applied
For" is written in Part I and the Depositary is not provided with a TIN within
60 days, the Depositary will withhold 31% on all payments of the purchase price
to such stockholder until a TIN is provided to the Depositary.
11. NON-UNITED STATES HOLDERS. Non-United States holders must submit a
completed IRS Form W-8 or Form W8BEN to avoid backup withholding. IRS Form W-8
or Form W8BEN may be obtained by contacting the Depositary at one of the
addresses on the face of this Letter of Transmittal.
12. WAIVER OF CONDITIONS. The conditions to the Offer may be waived by
Purchaser, in whole or in part, at any time and from time to time in Purchaser's
sole discretion (subject to the provisions of the Merger Agreement referred to
in the Offer to Purchase).
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND
SHARE 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
(AS DEFINED IN THE OFFER TO PURCHASE).
9
<PAGE> 10
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a tendering Holder may be
subject to backup withholding tax at a rate of 31% with respect to payments by
the Depositary pursuant to the Offer unless such Holder: (i) is a corporation or
other exempt recipient and, if required, establishes its exemption from backup
withholding; (ii) provides its correct TIN and certifies that the TIN provided
is correct (or that such Holder is awaiting a TIN); or (iii) certifies that it
is not currently subject to backup withholding or certifies as to its non-United
States status. If such Holder is an individual, the TIN is his or her social
security number. Completion of a Substitute Form W-9, in the case of a U.S.
Holder, provided in this Letter of Transmittal, should be used for this purpose.
Failure to provide such Holder's TIN on the Substitute Form W-9, if applicable,
may subject the tendering Holder (or other payee) to a $50 penalty imposed by
the Internal Revenue Service and payments that are made to such tendering Holder
with respect to Common Stock surrendered pursuant to the Offer may be subject to
backup withholding (see below). More serious penalties may be imposed for
providing false information which, if willfully done, may result in fines and/or
imprisonment. The box in part 3 of the Substitute Form W-9 may be checked if the
tendering Holder (or other payee) is required to submit a Substitute Form W-9
and 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 box in Part 3 is checked, the tendering Holder
must also complete the attached Certificate of Awaiting Taxpayer Identification
Number in order to avoid backup withholding. If the box in Part 3 is so checked
and the Depositary is not provided with a TIN by the time of payment, the
Depositary will withhold 31% on all such payments of the Offer Price until a TIN
is provided to the Depositary. A tendering Holder who checks the box in Part 3
in lieu of furnishing his or her TIN should furnish the Depositary with his or
her TIN as soon as it is received. In order for a foreign Holder to qualify as
an exempt recipient, that Holder should submit an Internal Revenue Service Form
W-8 or a Substitute Form W-8, signed under penalties of perjury, attesting to
that Holder's exempt status. Such forms can be obtained from the Depositary.
Tendering Holders are urged to consult their own tax advisers to determine
whether they are exempt from these backup withholding and reporting
requirements.
If backup withholding applies to a tendering Holder, the Depository is
required to withhold 31% of any payments made to such Holder pursuant to the
Offer. 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 by filing a tax return with the Internal Revenue Service. The
Depositary cannot refund amounts withheld by reason of backup withholding.
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<PAGE> 11
ALL TENDERING HOLDERS MUST COMPLETE THE FOLLOWING:
PAYOR: AMERICAN STOCK TRANSFER & TRUST COMPANY
<TABLE>
<S> <C> <C>
SUBSTITUTE PART I -- Taxpayer Identification ------------------------------
FORM W-9 Number -- For all accounts, enter your Social Security Number
taxpayer identification number on the
DEPARTMENT OF THE TREASURY appropriate line to the right. (For most Or
INTERNAL REVENUE SERVICE individuals, this is your social security ------------------------------
number. If you do not have a number, see Employer Identification Number
PAYER'S REQUEST FOR TAXPAYER Obtaining a Number in the enclosed (If awaiting TIN write
IDENTIFICATION NUMBER ("TIN") Guidelines and complete as instructed.) "Applied For")
Certify by signing and dating below. Note:
If the account is in more than one name,
see the chart in the enclosed Guidelines to
determine which number to give the payor.
</TABLE>
PART II -- For Payees exempt from backup withholding, see the enclosed
Guidelines and complete as instructed therein.
PART III -- CERTIFICATION --Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding either because 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 the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of under reporting 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 such item (2). (Also see instructions in
the enclosed Guidelines.)
Signature
---------------------------------------------------------------- Date
---------------------------------, 2000
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS 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 CERTIFICATION IF YOU ARE AWAITING (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATION 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 I of the Substitute Form W-9 (and the fact
that I have completed this Certificate of Awaiting Taxpayer Identification
Number), if I do not provide a correct taxpayer identification number to the
Depositary within sixty (60) days, 31% of all reportable payments made to me
thereafter may be withheld.
Signature
---------------------------------------------------------------- Date
---------------------------------, 2000
11
<PAGE> 12
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number set forth below. Additional copies of
the Offer to Purchase, this Letter of Transmittal or other related tender offer
materials may be obtained from the Information Agent or from brokers, dealers,
commercial banks or trust companies.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
New York Office
77 Water Street, 20th Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 290-6429
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