EXHIBIT(A)(2)
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
OF
SONOMAWEST HOLDINGS, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 8, 2001
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
PACIFIC TIME, ON FEBRUARY 15, 2001 UNLESS THE OFFER IS EXTENDED.
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In order to tender shares of common stock pursuant to the Offer to
Purchase dated January 8, 2001 (the "Offer to Purchase"), this Letter of
Transmittal, the certificates for Shares to be tendered and any other
required documents should be sent or delivered by each stockholder of
SonomaWest Holdings, Inc. (the "Company") or such stockholder's broker,
dealer, commercial bank or other nominee to the Depositary at its address
set forth below.
The Depositary for the Offer is:
Continental Stock Transfer & Trust Company
2 Broadway, 19th Floor New York, N.Y. 10004
Reorganization Department
Telephone: 212-509-4000 x. 535
Fax: 212-616-7610
Attn: Roger Bernhammer
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS 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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DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
Name(s) and address(es) of registered holder(s)
(please fill in, if blank, exactly as name(s) appear(s) on Share Certificate(s))
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<TABLE>
<CAPTION>
Total Number of Shares Evidenced by Number of
Certificate Number(s)(1) Share Certificate(s)(1) Shares Tendered (2)
--------------------------- ----------------------- --------------------
<S> <C> <C>
-------------------------- ----------------------- --------------------
-------------------------- ----------------------- --------------------
-------------------------- ----------------------- --------------------
-------------------------- ----------------------- --------------------
Total Shares: ----------------------- --------------------
</TABLE>
Indicate below the order (by Certificate Number) in which shares are to be
purchased in event of Proration(3):
1st_______________; 2nd_______________; 3rd_______________; 4th_______________;
5th_______________
*Attach additional list, if necessary.
(1) Need not be completed by shareholders delivering Shares by book-entry
transfer.
(2) 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.
(3) If you do not designate an order, in the event less than all shares
tendered are purchased due to prorations, shares will be selected for
purchase by the Depositary.
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This Letter of Transmittal is to be completed by stockholders of the
Company if certificates evidencing the Shares (as defined below) are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer) is
utilized, or if delivery of the Shares is to be made by book-entry transfer to
the Depositary's account at [The Depository Trust Company] (the "Book-Entry
Transfer Facility") pursuant to the book-entry transfer procedures described in
"THE OFFER - Section 3. Procedures for Accepting the Offer and Tendering Shares"
of the Offer to Purchase (as defined below). See Instruction 2.
Shareholders whose certificates evidencing the Shares ("Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other documents required hereby to the Depositary prior to
the Expiration Date (as defined in the Introduction to 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 in "THE OFFER - Section 3. Procedures
for Accepting the Offer and Tendering Shares" of the Offer to Purchase. Delivery
of documents to the Book-Entry Transfer Facility does not constitute delivery to
the Depositary. See Instruction 2.
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<PAGE>
TENDER OF SHARES
[ ] Check here if any of the Share Certificates representing the Shares that
you own have been lost, destroyed or stolen and see Instruction 10.
Number of Shares represented by lost, destroyed or stolen certificates:
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[ ] Check here if the Shares are being delivered by book-entry transfer to the
Depositary's account at the Book-Entry Transfer Facility and complete the
following (only participants in the Book-Entry Transfer Facility may
deliver the Shares by book-entry transfer):
Name of Tendering Institution: --------------------------------------------
Account Number: -----------------------------------------------------------
Transaction Code Number:---------------------------------------------------
[ ] Check here if the 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):------------------------------------------
Window Ticket No. (if any):-----------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:-----------------------
Name of Institution which Guaranteed Delivery: ---------------------------
ODD LOTS: If the Shares being tendered by or on behalf of a person owning,
beneficially or of record, as of the close of business on January 8, 2001, and
who continues to own, beneficially or of record, as of the Expiration Date, an
aggregate of fewer than 100 Shares, please complete the following (See
Instruction 12):
The undersigned certifies that the undersigned (check one box):
[ ] was the beneficial or record owner of, as of the close of business on
January 8, 2001 and continues to own, beneficially or of record as of the
Expiration Date, an aggregate of fewer than 100 Shares, all of which are
being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other nominee
that: (i) is tendering, for the beneficial owner(s) hereof, Shares with
respect to which it is the record holder and (ii) believes that, based upon
representations made to it by such beneficial owner(s), that each such
person was the beneficial or record owner of, as of the close of business
on January 8, 2001 and continues to own, beneficially or of record as of
the Expiration Date, an aggregate of fewer than 100 Shares, all of which
are being tendered.
Please read the instructions set forth in this Letter of Transmittal carefully.
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<PAGE>
To the Depositary:
The undersigned hereby tenders to SonomaWest Holdings, Inc., a California
corporation (the "Company"), all of the above-referenced shares of common stock,
no par value, of the Company (the "Shares"), pursuant to the Company's offer to
purchase up to 375,000 shares of its common stock at a price of $8.00 per share,
net to the seller in cash, without interest thereon, subject to reduction for
any applicable federal backup or other withholding or stock transfer taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated January 8, 2001 (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 if more than 375,000 shares of its common stock is
tendered and not withdrawn by the Expiration Date, the Company will, as
described in the Offer to Purchase first purchase shares from Odd Lot holders
(holders of less than 100 shares of common stock) and then on a pro rata basis
from all other stockholders.
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms of the Offer, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to all the Shares that are being
tendered hereby and all dividends, distributions (including, without limitation,
distributions of additional Shares) and rights declared, paid or distributed in
respect of such Shares on or after January 8, 2001 (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
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
Share Certificates evidencing such Shares and all Distributions, or transfer
ownership of such Shares and all Distributions on the account books maintained
by the Book-Entry Transfer Facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to, or upon the order of,
the Company; (ii) present such Shares 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 all Distributions, all in
accordance with the terms of the Offer.
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, that when such Shares are accepted for
payment by the Company, the Company will acquire good, marketable and
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges and encumbrances, and that none of such Shares and
Distributions will be subject to any adverse claim. The undersigned, upon
request, shall execute and deliver all additional documents deemed to be
necessary or advisable to complete the sale, the 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 the Company 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, the Company shall be entitled to all rights
and privileges as owner of each such Distribution and may withhold the entire
purchase price of the Shares tendered hereby, or deduct from such purchase
price, the amount or value of such Distribution as determined by the Company in
its sole discretion.
No authority herein conferred or agreed to be conferred in this Letter of
Transmittal 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. Except as stated in the Offer to Purchase, this
tender is irrevocable.
The undersigned understands that tenders of the Shares pursuant to any one
of the procedures described in "THE OFFER - Section 3. Procedures for Accepting
the Offer and Tendering Shares" of the Offer to Purchase and in the instructions
hereto will constitute the undersigned's acceptance of the terms and conditions
of the Offer. The Company's acceptance of such Shares for payment will
constitute a binding agreement between the undersigned and the Company upon 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). The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, the Company may not be required to accept for payment some or all
Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing the Shares not purchased
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or not tendered 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
purchase price of all Shares purchased and all Share Certificates evidencing
Shares not tendered or not purchased (and 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 purchase price of all Shares purchased
and return all Share Certificates evidencing the Shares not purchased or not
tendered in the name(s) of, and mail such check and Share Certificates 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, but which are not purchased, by crediting the
account at the Book-Entry Transfer Facility designated above. The undersigned
recognizes that the Company has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder(s)
thereof if the Company does not accept for payment any of the Shares tendered
hereby.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of the Shares or
Share Certificates evidencing the Shares not tendered or not purchased are to be
issued in the name of someone other than the undersigned, or if the Shares
tendered hereby and delivered by book-entry transfer which are not purchased are
to be returned by credit to an account at the Book-Entry Transfer Facility other
than that designated above
Issue: [ ] Check [ ] Certificate(s) to:
Name:
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(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 on Page 11)
[ ] Credit Shares delivered by book-entry transfer and not purchased to
the account set forth below at The Depository Trust Company.
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(Account Number)
SPECIAL DELIVERY INSTRUCTIONS
(INSTRUCTIONS 1, 4, 5, AND 7)
To be completed ONLY if the check for the purchase price of the Shares
purchased or Share Certificates evidencing the 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 [ ] Share Certificate(s) to:
Name:
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(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 on Page 11)
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IMPORTANT: SHAREHOLDERS SIGN HERE
(SEE INSTRUCTION 1 AND 5)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share Certificates 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, officer of a corporation or other person acting in a fiduciary
or representative capacity, please provide the following information. See
Instruction 5.
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(Signature(s) of Holder(s))
Name(s):-----------------------------------------------------------------------
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(Please Print)
Capacity (full title):---------------------------------------------------------
Address:-----------------------------------------------------------------------
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(Include Zip Code)
Area Code and Telephone No.:---------------------------------------------------
Tax Identification or Social Security No.:-------------------------------------
Date: ________________________________, 2001
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED - SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY
Authorized Signature: ---------------------------------------------------------
Name(s):-----------------------------------------------------------------------
(Please Print)
Title:-------------------------------------------------------------------------
Name of Firm:------------------------------------------------------------------
Address:-----------------------------------------------------------------------
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(Include Zip Code)
Area Code and Telephone No:----------------------------------------------------
Date: ________________________________, 2001
Tax Identification or Social Security No.:-------------------------------------
PLACE MEDALLION GUARANTEE IN SPACE BELOW
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<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: (i) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of the Shares) of the Shares tendered
herewith, unless such holder(s) has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" above;
or (ii) if such Shares are tendered for the account of a firm which is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of a recognized Medallion Signature Guarantee Program
(each of the foregoing being referred to as an "Eligible Institution"). In all
other cases, all signatures on this Letter of Transmittal must be guaranteed by
an Eligible Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter of
Transmittal is to be used if Share Certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if the Shares are to be delivered by
book-entry transfer pursuant to the procedure set forth in "THE OFFER - Section
3. Procedures for Accepting the Offer and Tendering Shares" of the Offer to
Purchase. Share Certificates evidencing all physically tendered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered by book-entry transfer as
well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees, or an Agent's
Message in the case of a book-entry delivery, and any other documents required
by this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the cover page of this Letter of Transmittal prior to the
Expiration Date, (as defined in the Introduction to the Offer to Purchase). If
Share Certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery. Shareholders whose Share Certificates are not immediately
available, who cannot deliver their Share Certificates and all other required
documents to the Depositary prior to the Expiration Date or who cannot complete
the procedure for delivery by book-entry transfer on a timely basis, may tender
their Shares pursuant to the guaranteed delivery procedure described in "THE
OFFER - Section 3. Procedures for Accepting the Offer and 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 made available
by the Company, must be received by the Depositary prior to the Expiration Date;
and (iii) the Share Certificates evidencing all physically delivered Shares in
proper form for transfer by delivery, or a confirmation of a book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility of
all Shares delivered by book-entry transfer, in each case together with a Letter
of Transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantees (or, in the case of book-entry delivery,
an Agent's Message), and any other documents required by this Letter of
Transmittal, must be received by the Depositary within 3 trading days after the
date of execution of such Notice of Guaranteed Delivery, all as described in
"THE OFFER - Section 3. Procedures for Accepting the Offer and Tendering Shares"
of the Offer to Purchase.
The method of delivery of this Letter of Transmittal, Share Certificates
and all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and risk of the tendering shareholder, 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 and no fractional Shares will be purchased. By execution of this
Letter of Transmittal (or a facsimile hereof), all tendering shareholders 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 Share Certificate numbers, the number of
Shares evidenced by such Share Certificates and the number of Shares tendered
should be listed on a separate schedule and attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares evidenced by any Share Certificate
delivered 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 case, new Share Certificate(s) evidencing the
remainder of the Shares that were evidenced by the Share
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<PAGE>
Certificates 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 or termination of the Offer. All Shares evidenced by Share
Certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificates evidencing such Shares without alteration,
enlargement or any other change whatsoever.
If any Share tendered hereby is owned of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the 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 Share Certificates or separate stock
powers are required, unless payment is to be made to, or Share Certificates
evidencing Shares not tendered or not purchased are to be issued in the name of,
a person other than the registered holder(s), in which case, the Share
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 Share Certificate(s).
Signatures on such Share Certificate(s) 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 Share 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 Share Certificate(s). Signatures on such
Share Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
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 the Purchaser of such person's authority so to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Company will pay all stock transfer taxes, if any, with respect to the
sale and transfer of any Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any Shares purchased is to be made to,
or Share 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), the
amount of any stock transfer taxes (whether imposed on the registered holder(s),
such other person or otherwise) payable on account of the transfer to such other
person will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to the Company 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 Share Certificates
evidencing the Shares tendered hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued, or Share 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 Share Certificate is to be sent to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Shares Tendered," the appropriate boxes on this Letter
of Transmittal must be completed. Shareholders 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 shareholder may
designate in the box entitled "Special Payment Instructions." 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 in this
Letter of Transmittal as the account from which such Shares were delivered.
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<PAGE>
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the company to the attention of
Gary L. Hess, President and CEO, at SonomaWest Holdings, Inc., 1448 Industrial
Avenue, Sebastopol, California 95472 (707) 824-2548. Additional copies of the
Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained from the Company.
9. SUBSTITUTE FORM W-9. Under the federal income tax law, a stockholder
whose tendered Shares are accepted for payment is required by law to provide the
Depositary (as Payer) with such shareholder's correct Tax Identification Number
("TIN") on Substitute Form W-9 below. If such stockholder is an individual, the
TIN is such stockholder's 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, the shareholder should write "Applied For" in the
space provided for the TIN in Part 1, and sign and date the Substitute Form W-9.
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. In addition,
payments that are made to such stockholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding. 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. If "Applied For" is
written in Part 1 and the Depositary is not provided with a TIN within 60 days
of its receipt of the Substitute Form W-9, the Depositary will withhold 31% on
all payments of the purchase price until a TIN is provided to the Depositary.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit an Internal Revenue Service Form W-8 or
W-8BEN, signed under penalties of perjury, attesting to such individual's exempt
status. A Form W-8 or Form W-8BEN can be obtained from the Depositary. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
To prevent backup withholding on payments that are made to a shareholder
with respect to Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of such stockholder's correct TIN by
completing the form below certifying that the TIN provided on Substitute Form
W-9 is correct (or that such shareholder is awaiting a TIN), and that: (i) such
stockholder is exempt from backup withholding; (ii) such stockholder has not
been notified by the Internal Revenue Service that he 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 such shareholder that such
shareholder is no longer subject to backup withholding.
See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary. The shareholder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost, destroyed or stolen certificates have been followed. To
expedite replacement, call Continental Stock Transfer & Trust Company.
11. WAIVER OF CONDITIONS. The conditions to the Offer may be waived by the
Company, in whole or in part, at any time and from time to time, in the
Company's sole discretion.
12. ODD LOTS. As described in the Offer to Purchase, if the Company is to
purchase fewer than all Shares validly tendered before the Expiration Date and
not withdrawn, the Shares purchased first will consist of all Shares validly
tendered by any stockholder who owned, beneficially or of record, as of the
close of business on January 8, 2001, and as of the Expiration Date, an
aggregate of fewer than 100 Shares and who validly tenders all of such holder's
Shares. This preference will not be available unless the section captioned "Odd
Lots" in this Letter of Transmittal is completed.
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CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
SUBSTITUTE CERTIFICATION
PAYER'S NAME: Continental Stock Transfer & Trust Company
Part 1 - Please provide your TIN and certify by signing and dating below.
Social Security Number or
Employer Identification Number: ___________________________
Part 1(B) - Please check the box at the right if you have applied for and
are awaiting receipt of your TIN or intend to apply for a TIN in the
near future. [ ]
Part 2 - For Payees Exempt From Backup Withholding, please write "Exempt"
and see the enclosed Guidelines and complete as instructed therein.
____________________
Part 3 - Certification Under Penalties of Perjury, I certify that:
Form W-9 of the Item (1) the number shown on this form is my correct
Treasury Internal Taxpayer Internal Revenue Identification Number (or I am
Revenue Special waiting for a number to be issued to me);
Payer's Request
for Taxpayer Item (2) I am not subject to backup withholding either
Identification because: (a) I am exempt from backup Taxpayer withholding;
("TIN") (b) I have not been notified by the IRS that I am subject to
backup withholding as a result of failure to report all
interest or dividends; or (c) the IRS has notified me that I
am no longer subject to withholding; and
Item (3) I am a U.S. person (or a U.S. resident alien).
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 are no longer subject to backup withholding, do not
cross out item (2). (Also see instructions in the enclosed
Guidelines.)
The Internal Revenue Service does not require your consent
to any provision of this document other than the
certifications required to avoid backup withholding.
Date: ____________, 2001 Signature:________________________
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.
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and that I mailed or delivered an application to receive
a taxpayer identification number to the appropriate Internal Revenue Service
center or Social Security Administration Office (or 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, 31% of all payments made to me
pursuant to this offer shall be retained until I provide a tax identification
number to the payer and that, if I do not provide my taxpayer identification
number within sixty (60) days, such retained amounts shall be remitted to the
IRS as backup withholding and 31% of all reportable payments made to me
thereafter will be withheld and remitted to the IRS until I provide a taxpayer
identification number.
__________________________________ ___________, 2001
Signature Date
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. FOR ADDITIONAL
DETAILS, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
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