<PAGE>
EXHIBIT 99.2
FORM OF ELECTION AND LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES
FOR COMMON STOCK OF RADIOLOGIX, INC.
IN CONNECTION WITH THE MERGER
OF
SKM-RD ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
SKM-RD LLC
WITH AND INTO
RADIOLOGIX, INC.
------------------
SUBJECT TO PRORATION, YOU MAY ELECT TO
CONVERT YOUR SHARES OF RADIOLOGIX COMMON STOCK INTO $7.25 PER SHARE IN CASH
OR
RETAIN 1.1224 SHARES OF RADIOLOGIX COMMON STOCK FOR EACH SHARE THAT YOU OWN
------------------------
EXCHANGE AGENT:
[ ]
<TABLE>
<S> <C> <C>
IF BY MAIL: FACSIMILE TRANSMISSION: IF BY OVERNIGHT COURIER:
[ ] [ ] [ ]
(for Eligible Institutions
only)
FOR CONFIRMATION TELEPHONE:
[ ]
</TABLE>
DELIVERY OF THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS FORM OF ELECTION AND LETTER
OF TRANSMITTAL VIA A FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE
AGENT.
THE INFORMATION AGENT FOR THE MERGER IS:
[ ]
[( ) ]
PLEASE READ THE SPECIAL ELECTION INSTRUCTIONS AND THE GENERAL INSTRUCTIONS
IN THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL.
THE ELECTION DEADLINE IS 5:00 P.M. (NEW YORK CITY TIME) ON OCTOBER [ ],
2000. A COMPLETED FORM OF ELECTION AND LETTER OF TRANSMITTAL, TOGETHER WITH YOUR
RADIOLOGIX STOCK CERTIFICATES OR A GUARANTEE OF DELIVERY (EACH AS DEFINED
BELOW), MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE ELECTION DEADLINE IN
ORDER FOR ANY CASH ELECTION, STOCK ELECTION OR NON-ELECTION (EACH AS DEFINED
BELOW) MADE HEREBY TO BE EFFECTIVE. TO BE ELIGIBLE TO RETAIN SHARES, YOU MUST
(1) OWN, OR HAVE THE RIGHT TO PURCHASE UPON EXERCISE OF STOCK OPTIONS, MORE THAN
3,000 SHARES IMMEDIATELY BEFORE THE MERGER, AND (2) MAKE A STOCK ELECTION WITH
RESPECT TO AT LEAST 3,000 OF THOSE SHARES. IF YOU OWN OR HAVE THE RIGHT TO
PURCHASE UPON EXERCISE OF STOCK OPTIONS 3,000 OR FEWER SHARES, THEN YOU WILL NOT
BE ABLE TO MAKE A STOCK ELECTION BUT WILL RECEIVE $7.25 PER SHARE IN CASH, AND
YOUR SHARES WILL NOT BE SUBJECT TO PRORATION. TO THE EXTENT THAT YOU ELECT TO
RETAIN SHARES, AND A PORTION OF
<PAGE>
YOUR 3,000 MINIMUM SHARE ELECTION CONSISTS OF STOCK OPTIONS, YOU MUST SEND TO
THE EXCHANGE AGENT A FORM OF STOCK OPTION ELECTION IN WHICH YOU ELECT TO
EXERCISE AND RETAIN THOSE STOCK OPTIONS. IF YOU HAVE NOT RECEIVED A FORM OF
STOCK OPTION ELECTION, YOU SHOULD CONTACT RADIOLOGIX TO REQUEST A COPY.
IF A PROPERLY COMPLETED FORM OF ELECTION AND LETTER OF TRANSMITTAL, TOGETHER
WITH YOUR RADIOLOGIX STOCK CERTIFICATES OR A GUARANTEE OF DELIVERY OR FORM OF
STOCK OPTION ELECTION, IS NOT RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE
ELECTION DEADLINE, YOU WILL BE DEEMED TO HAVE MADE A NON-ELECTION WITH RESPECT
TO YOUR SHARES, AND THE FORM OF MERGER CONSIDERATION (AS DEFINED BELOW) WHICH
YOU WILL BE ENTITLED TO RECEIVE WILL BE DETERMINED BY THE PROVISIONS OF THE
MERGER AGREEMENT. IF YOU FAIL TO INDICATE A CASH ELECTION OR STOCK ELECTION IN
BOX A BELOW YOU WILL BE DEEMED TO HAVE INDICATED A NON-ELECTION. IF YOUR
RADIOLOGIX STOCK CERTIFICATES ARE NOT AVAILABLE AT THE TIME YOU SEND A FORM OF
ELECTION AND LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, YOU MAY INSTEAD
PROVIDE A GUARANTEE OF DELIVERY OF YOUR RADIOLOGIX STOCK CERTIFICATES AS SET
FORTH IN GENERAL INSTRUCTION 7, IN WHICH CASE YOU MUST, WITHIN THREE TRADING
DAYS ON THE AMERICAN STOCK EXCHANGE ("AMEX") THEREAFTER, DELIVER TO THE EXCHANGE
AGENT THE RADIOLOGIX STOCK CERTIFICATES REPRESENTING THE SHARES IN RESPECT OF
WHICH AN ELECTION IS BEING MADE.
THE METHOD OF DELIVERY OF THE FORM OF ELECTION AND LETTER OF TRANSMITTAL,
THE RADIOLOGIX STOCK CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
ELECTION AND RISK OF THE HOLDER OF SHARES OF RADIOLOGIX COMMON STOCK. DELIVERY
OF THE MATERIALS WILL BE DEEMED EFFECTIVE, AND RISK OF LOSS WITH RESPECT THERETO
WILL PASS, ONLY WHEN SUCH MATERIALS ARE ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
Copies of the Proxy Statement/Prospectus of Radiologix dated
September [ ], 2000, relating to the Merger (the "Proxy Statement/Prospectus"),
as well as extra copies of this Form of Election and Letter of Transmittal, may
be requested from [ ] The return of this Form of Election and Letter
of Transmittal to the Exchange Agent is acknowledgment of the receipt of the
Proxy Statement/Prospectus.
If your Radiologix Stock Certificate(s) have been lost, stolen or destroyed
and you require assistance in replacing them, see General Instruction 12 below.
You cannot submit an effective Form of Election and Letter of Transmittal
without enclosing your Radiologix Stock Certificate(s) or a Guarantee of
Delivery with this Form of Election and Letter of Transmittal. If you submit a
Guarantee of Delivery, your Radiologix Stock Certificates must be delivered
within three AMEX trading days thereafter. Therefore, if you wish to make an
Election, it is critical that you act immediately to obtain replacement stock
certificates.
COMPLETING AND RETURNING THIS FORM OF ELECTION DOES NOT HAVE THE EFFECT OF
CASTING A VOTE WITH RESPECT TO APPROVAL OF THE MERGER OR THE MERGER AGREEMENT AT
THE RADIOLOGIX SPECIAL MEETING (AS DEFINED BELOW). TO VOTE AT THE RADIOLOGIX
SPECIAL MEETING, YOU MUST COMPLETE, SIGN AND RETURN THE PROXY CARD THAT
ACCOMPANIED THE PROXY STATEMENT/PROSPECTUS, OR YOU MUST ATTEND THE RADIOLOGIX
SPECIAL MEETING IN PERSON AND VOTE YOUR SHARES THEREAT. IF YOU HAVE ANY
QUESTIONS CONCERNING THE VOTING OF YOUR SHARES OF RADIOLOGIX COMMON STOCK,
PLEASE CALL [ ], THE INFORMATION AGENT, AT THE TOLL-FREE PHONE NUMBER
SHOWN ON THE COVER.
2
<PAGE>
Ladies and Gentlemen:
Pursuant to the Merger Agreement and subject to the proration procedures
included therein and described in the Proxy Statement/Prospectus, the
undersigned hereby surrenders to [ ], as Exchange Agent,
certificate(s) representing all of the shares of Radiologix Common Stock (each
such certificate, a "Radiologix Stock Certificate") listed in Box A below and
(A) hereby elects, in the manner indicated in Box A below, to have each of such
shares of Radiologix Common Stock represented by such Radiologix Stock
Certificates converted into the right to (i) receive $7.25 in cash, without
interest (a "Cash Election"), OR (ii) retain 1.1224 shares of Radiologix Common
Stock after giving effect to the Merger (a "Stock Election" and together with a
Cash Election, an "Election"), or (B) hereby states that the undersigned has no
preference as among the Cash Election or Stock Election (a "Non-Election"). To
be eligible to retain shares, you must (1) own, or have the right to purchase
upon exercise of stock options, more than 3,000 shares immediately before the
merger, and (2) make a stock election with respect to at least 3,000 of those
shares. If you own or have the right to purchase upon exercise of stock options
3,000 or fewer shares, then you will not be able to make a stock election but
will receive $7.25 per share in cash, and your shares will not be subject to
proration. To the extent that you elect to retain shares, and a portion of your
3,000 minimum share election consists of stock options, you must send to the
Exchange Agent a Form of Stock Option Election in which you elect to exercise
and retain those stock options. Radiologix sent you a Form of Stock Option
Election. If you have not received a Form of Stock Option Election, you should
contact Radiologix to request a copy. In addition, it is understood that the
Exchange Agent will pay cash in lieu of any fractional shares of Radiologix
Common Stock otherwise issuable in connection with the Merger. Any cash
(excluding cash received in lieu of fractional shares) and Radiologix Common
Stock received by holders of Radiologix Common Stock in connection with the
Merger is hereinafter referred to as "Cash Consideration" and "Stock
Consideration," respectively. The Cash Consideration, Stock Consideration and
cash paid in lieu of fractional shares are collectively referred to as the
"Merger Consideration."
THE UNDERSIGNED UNDERSTANDS THAT THERE CAN BE NO ASSURANCE THAT A HOLDER OF
RADIOLOGIX COMMON STOCK WILL RECEIVE THE MERGER CONSIDERATION IN SUCH FORM AND
AMOUNTS AS SUCH STOCKHOLDER ELECTS TO RECEIVE. THE RIGHT TO RECEIVE A PARTICULAR
FORM OF MERGER CONSIDERATION IS SUBJECT TO PRORATION AS SET FORTH IN THE MERGER
AGREEMENT AND DESCRIBED IN THE JOINT STATEMENT/PROSPECTUS. THEREFORE, HOLDERS OF
RADIOLOGIX COMMON STOCK WHO ELECT TO RECEIVE CASH MAY RECEIVE CASH FOR A SMALLER
NUMBER OF SHARES THAN SUCH HOLDERS ELECTED TO RECEIVE, PLUS SHARES OF RADIOLOGIX
COMMON STOCK, AND HOLDERS OF RADIOLOGIX COMMON STOCK WHO ELECT TO RETAIN SHARES
OF RADIOLOGIX COMMON STOCK MAY RECEIVE A LESSER, PRORATED NUMBER OF SHARES OF
RADIOLOGIX COMMON STOCK THAN SUCH HOLDERS ELECTED TO RECEIVE, PLUS CASH. THE
MERGER AGREEMENT REQUIRES THAT THE EXISTING STOCKHOLDERS AND OPTION HOLDERS OF
RADIOLOGIX RETAIN BETWEEN 10% AND 20% AND EXISTING STOCKHOLDERS RETAIN AT LEAST
6.9% OF THE FULLY-DILUTED SHARES OF RADIOLOGIX COMMON STOCK AFTER THE MERGER.
If the undersigned is acting in a representative or fiduciary capacity for a
particular beneficial owner, the undersigned hereby certifies that this Form of
Election and Letter of Transmittal covers all of the shares of Radiologix Common
Stock owned by the undersigned in a representative or fiduciary capacity for
such particular beneficial owner.
The undersigned hereby represents and warrants that the undersigned is, as
of the date hereof, and will be, as of the Effective Time of the Merger, the
registered holder of the shares of Radiologix Common Stock represented by the
Radiologix Stock Certificate(s) surrendered herewith, with good title to such
shares of Radiologix Common Stock and full power and authority (i) to sell,
assign and transfer such shares free and clear of all liens, restrictions,
charges and encumbrances, and not subject to any adverse claims, and (ii) to
make the Election indicated herein. The undersigned will, upon request, execute
any additional documents necessary or desirable to complete the surrender and
exchange of such shares of Radiologix Common Stock. The undersigned hereby
irrevocably appoints the Exchange Agent, as agent of the undersigned, to effect
the exchange pursuant to the Merger Agreement and the instructions hereto. All
authority conferred or agreed to be conferred in this Form of Election and
Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned.
3
<PAGE>
SPECIAL ELECTION INSTRUCTIONS
The appropriate share information must be provided in Box A below in order
to make a Cash Election and/or Stock Election. A Non-Election may be selected by
those wishing to make a Non-Election, but any Form of Election and Letter of
Transmittal received by the Exchange Agent without any share information
provided will be treated as indicating a Non-Election.
Your choice of Election is as follows:
<TABLE>
<S> <C>
---------------------------------------------------------------------------------------------------
WHAT YOU WILL RECEIVE OR RETAIN FOR EACH SHARE OF
ELECTION RADIOLOGIX COMMON STOCK
---------------------------------------------------------------------------------------------------
Cash Election........................ $7.25 in cash, without interest
Stock Election....................... 1.1224 of a share of Radiologix Common Stock after giving
effect to the Merger.
---------------------------------------------------------------------------------------------------
</TABLE>
A STOCK ELECTION WILL BE VALID ONLY IF IT RELATES TO MORE THAN 3,000 SHARES.
TO BE ELIGIBLE TO RETAIN SHARES, YOU MUST (1) OWN, OR HAVE THE RIGHT TO PURCHASE
UPON EXERCISE OF STOCK OPTIONS, MORE THAN 3,000 SHARES IMMEDIATELY BEFORE THE
MERGER, AND (2) MAKE A STOCK ELECTION WITH RESPECT TO AT LEAST 3,000 OF THOSE
SHARES. IF YOU OWN OR HAVE THE RIGHT TO PURCHASE UPON EXERCISE OF STOCK OPTIONS
3,000 OR FEWER SHARES, THEN YOU WILL NOT BE ABLE TO MAKE A STOCK ELECTION BUT
WILL RECEIVE $7.25 PER SHARE IN CASH, AND YOUR SHARES WILL NOT BE SUBJECT TO
PRORATION. TO THE EXTENT THAT YOU ELECT TO RETAIN SHARES, AND A PORTION OF YOUR
3,000 MINIMUM SHARE ELECTION CONSISTS OF STOCK OPTIONS, YOU MUST SEND TO THE
EXCHANGE AGENT A FORM OF STOCK OPTION ELECTION IN WHICH YOU ELECT TO EXERCISE
AND RETAIN THOSE STOCK OPTIONS. RADIOLOGIX SENT YOU A FORM OF STOCK OPTION
ELECTION. IF YOU HAVE NOT RECEIVED A FORM OF STOCK OPTION ELECTION, YOU SHOULD
CONTACT RADIOLOGIX TO REQUEST A COPY. ALL ELECTIONS ARE SUBJECT TO THE PRORATION
PROCEDURES SET FORTH IN SECTION 1.6 OF THE MERGER AGREEMENT, A COPY OF WHICH IS
ATTACHED TO THE PROXY STATEMENT/PROSPECTUS AS ANNEX A. THE PRORATION PROCEDURES
ARE DESCRIBED UNDER THE CAPTION "THE MERGER AGREEMENT--MERGER CONSIDERATION--
ELECTIONS" IN THE PROXY STATEMENT/PROSPECTUS. YOU ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS IN ITS ENTIRETY BEFORE COMPLETING THIS FORM OF ELECTION AND
LETTER OF TRANSMITTAL.
ALL HOLDERS OF RADIOLOGIX COMMON STOCK WISHING TO MAKE AN ELECTION MUST
DELIVER TO THE EXCHANGE AGENT A PROPERLY COMPLETED FORM OF ELECTION AND LETTER
OF TRANSMITTAL AND OTHER REQUIRED DOCUMENTS PRIOR TO THE ELECTION DEADLINE
(WHICH IS 5:00 P.M. (NEW YORK CITY TIME) ON OCTOBER [ ], 2000. ALL HOLDERS
SUBMITTING A FORM OF ELECTION AND LETTER OF TRANSMITTAL AND OTHER REQUIRED
DOCUMENTS THAT IS RECEIVED BY THE EXCHANGE AGENT AFTER THE ELECTION DEADLINE
WILL BE DEEMED TO HAVE MADE A NON-ELECTION REGARDLESS OF THE ELECTION SPECIFIED
ON SUCH FORM.
The Exchange Agent reserves the right to deem that you have made a
Non-Election if:
A. No Election choice is indicated in Box A below;
B. You fail to follow the instructions on this Form of Election and Letter
of Transmittal (including failure to submit your Radiologix Stock
Certificate(s) or a Guarantee of Delivery or Form of Stock Option
Election) or otherwise fail to properly make an Election;
C. A completed Form of Election and Letter of Transmittal (including
submission of your Radiologix Stock Certificate(s) or a Guarantee of
Delivery or Form of Stock Option Election) is not actually received by
the Exchange Agent prior to the Election Deadline; or
D. You return this Form of Election and Letter of Transmittal with a
Guarantee of Delivery but do not deliver the Radiologix Stock
Certificates representing the shares in respect of which the Election is
being made within three AMEX trading days thereafter.
Notwithstanding anything to the contrary in this Form of Election and Letter
of Transmittal, the Exchange Agent reserves the right to waive any flaws in a
completed Form of Election and Letter of Transmittal but shall be under no
obligation to do so.
4
<PAGE>
In order to receive the Merger Consideration, this Form of Election and
Letter of Transmittal must be (i) completed and signed in the space provided
below and on the Substitute Form W-9 and (ii) mailed or delivered with your
Radiologix Stock Certificate(s) or a Guarantee of Delivery to the Exchange Agent
at either of the addresses set forth above. In order to properly make an
Election, these actions must be taken in a timely fashion so that the Form of
Election and Letter of Transmittal and other required documents are received by
the Exchange Agent before the Election Deadline.
Holders of Radiologix Common Stock whose Radiologix Stock Certificates are
not immediately available or who cannot deliver their Radiologix Stock
Certificates and all other documents required hereby to the Exchange Agent prior
to the Election Deadline and who wish to make an Election must do so pursuant to
the affidavit and indemnification procedure for lost Radiologix Stock
Certificates described in General Instruction 12 or the guaranteed delivery
procedure described in General Instruction 7.
The effectiveness of Elections received on the Election Deadline and
accompanied by a Guarantee of Delivery will not be finally determined until
three AMEX trading days after the Election Deadline. As a result, the Merger
Consideration to which a holder of Radiologix Common Stock is entitled (and
whether any proration is necessary) may be delayed for approximately three AMEX
trading days. The Merger Consideration is expected to be mailed promptly
following such determination or, if later, promptly after the Merger is
consummated.
Unless otherwise indicated below under "Special Issuance and Payment
Instructions," in exchange for the enclosed Radiologix Stock Certificates, the
Merger Consideration will be delivered in the name of the undersigned.
Similarly, unless otherwise indicated below under "Special Delivery
Instructions," the Merger Consideration will be mailed to the undersigned at the
address shown in Box A below. In the event that the "Special Issuance and
Payment Instructions" box is completed, the Merger Consideration will be issued
in the name of, and will be mailed to, the person or entity so indicated at the
address so indicated, but only after the Exchange Agent has been provided with
satisfactory evidence of the payment of, or exemption from payment of, any
applicable stock transfer taxes payable on account of the transfer to such
person or entity prior to the delivery of the Merger Consideration. In addition,
appropriate signature guarantees must be included with respect to shares of
Radiologix Common Stock for which Special Issuance and Payment Instructions are
given.
5
<PAGE>
--------------------------------------------------------------------------------
BOX A: ELECTION AND DESCRIPTION OF
SHARES OF RADIOLOGIX COMMON STOCK
See "Special Election Instructions" and General Instruction 3.
Please list the number of shares of Radiologix Common Stock held by you in
which you wish to make the following elections:
<TABLE>
<S> <C>
Number of Shares Subject to Stock Election*: ---------------------------------------------------
Number of Stock Options Subject to Stock
Election (if applicable):
---------------------------------------------------
Number of Shares Subject to Cash Election:
---------------------------------------------------
Number of Shares Subject to Non-Election:
---------------------------------------------------
Total Number of Shares Held by You:
---------------------------------------------------
</TABLE>
------------------------
* Must be for more than 3,000 shares of Radiologix Common Stock or Stock
Options. If the number of shares subject to the Stock Election is 3,000 or
less, you will be deemed to have made a Cash Election.
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
-----------------------------------------------------------------------------------------------------------
NUMBER OF SHARES
REPRESENTED BY EACH
CERTIFICATE (OR
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) COVERED BY A
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) GUARANTEE OF
APPEAR(S) ON CERTIFICATE(S)* CERTIFICATE NUMBER** DELIVERY)
-----------------------------------------------------------------------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
Total Shares
-----------------------------------------------------------------------------------------------------------
* In the case of a delivery using the Guarantee of Delivery procedures, please fill in exactly as name(s)
will appear on the certificate(s) when delivered.
** Certificate numbers are not required if certificates will be delivered using the Guarantee of Delivery
procedures.
-----------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
--------------------------------------------------------------------------------
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
________________________________________________________________________________
________________________________________________________________________________
SIGNATURE(S) OF STOCKHOLDER(S))
Dated: ___________________________________________
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Shares or on a security position listing or by person(s)
authorized to become registered holders(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide full title and see General
Instruction 8.)
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No.: ___________________________________________
Employer Identification or Social Security No.: ________________________________
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE GENERAL INSTRUCTIONS 1 AND 6)
________________________________________________________________________________
AUTHORIZED SIGNATURE
________________________________________________________________________________
NAME (PLEASE PRINT)
________________________________________________________________________________
NAME OF FIRM
________________________________________________________________________________
ADDRESS
________________________________________________________________________________
(INCLUDE ZIP CODE)
________________________________________________________________________________
AREA CODE AND TELEPHONE NO.
Dated: ___________________________________________
--------------------------------------------------------------------------------
7
<PAGE>
--------------------------------------------------------------------------------
SPECIAL ISSUANCE
GUARANTEE OF DELIVERY
(TO BE USED IF RADIOLOGIX STOCK CERTIFICATES
ARE NOT SURRENDERED HEREWITH)
(SEE GENERAL INSTRUCTION 7)
THE UNDERSIGNED (CHECK APPROPRIATE BOX BELOW) GUARANTEES TO DELIVER TO THE
EXCHANGE AGENT AT THE APPROPRIATE ADDRESS SET FORTH ABOVE THE CERTIFICATES FOR
SHARES OF RADIOLOGIX COMMON STOCK COVERED BY THIS FORM OF ELECTION AND LETTER OF
TRANSMITTAL NO LATER THAN 5:00 P.M. (NEW YORK CITY TIME), ON THE THIRD AMEX
TRADING DAY AFTER THE DATE OF EXECUTION OF THIS GUARANTEE OF DELIVERY.
A member of a registered national securities exchange: / /
A member of the National Association of Securities Dealers: / /
A commercial bank or trust company in the United States: / /
<TABLE>
<S> <C>
--------------------------------------------- ---------------------------------------------
Name of Firm Authorized Signature
--------------------------------------------- ---------------------------------------------
Address Title
Name:
--------------------------------------------- ---------------------------------------
Zip Code Please type or print
Date:
--------------------------------------------- ----------------------------------------
Area Code and Telephone Number
</TABLE>
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
--------------------------------------------------- ---------------------------------------------------
SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS
PAYMENT INSTRUCTIONS (SEE GENERAL INSTRUCTION 11)
(SEE GENERAL INSTRUCTIONS 6 AND 11)
To be completed ONLY if the Merger To be completed ONLY if the Merger Consideration
Consideration (whether cash, Radiologix Common (whether cash, Radiologix Common Stock or a
Stock or a combination thereof) is to be issued in combination thereof) is to be mailed to the
the name of, and mailed to, someone other than the undersigned at an address other than that shown in
undersigned. Box A above.
Issue the Merger Consideration (whether cash, Mail the Merger Consideration (whether cash,
Radiologix Common Stock or a combination thereof) Radiologix Common Stock or a combination thereof)
to: to:
Name: ___________________________________ Name: ___________________________________
(PLEASE (PLEASE PRINT)
PRINT) Address: ___________________________________
Address: ___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ (INCLUDE ZIP CODE)
(INCLUDE ZIP ___________________________________
CODE) (EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NO.)
___________________________________ Check this box if this is a permanent change of
(EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NO.) address. / /
If you complete this box, you will need a
signature guarantee by an eligible institution. See
General Instruction 6.
--------------------------------------------------- ---------------------------------------------------
</TABLE>
8
<PAGE>
GENERAL INSTRUCTIONS
This Form of Election and Letter of Transmittal is to be completed and
submitted to the Exchange Agent prior to the Election Deadline by those holders
of shares of Radiologix Common Stock desiring to make a Cash Election or Stock
Election. It may also be used as a letter of transmittal for holders of
Radiologix Common Stock who do not complete and submit the Form of Election and
Letter of Transmittal prior to the Election Deadline or at any time by any
holders of Radiologix Common Stock who wish to make a Non-Election. Until a
record holder's Radiologix Stock Certificates are received by the Exchange Agent
at one of the addresses set forth on the cover, together with such documents as
the Exchange Agent may require, and until the same are processed for exchange by
the Exchange Agent, such holders will not receive any certificates representing
shares of the Stock Consideration or the check representing the Cash
Consideration or cash in lieu of fractional shares (if any) in exchange for
their Radiologix Stock Certificates. No interest will accrue on the Cash
Consideration or any cash in lieu of fractional shares. Holders of Radiologix
Common Stock receiving Stock Consideration will be entitled to any dividends or
other distributions paid on Radiologix Common Stock after the Effective Time. If
your stock certificate(s) are lost, stolen or destroyed, please refer to General
Instruction 12 below.
A HOLDER OF RADIOLOGIX COMMON STOCK MUST FILL IN THE APPROPRIATE ELECTION
INFORMATION IN BOX A ABOVE TO MAKE A CASH ELECTION AND/OR STOCK ELECTION AND/OR
NON-ELECTION. TO BE ELIGIBLE TO RETAIN SHARES, YOU MUST (1) OWN, OR HAVE THE
RIGHT TO PURCHASE UPON EXERCISE OF STOCK OPTIONS, MORE THAN 3,000 SHARES
IMMEDIATELY BEFORE THE MERGER, AND (2) MAKE A STOCK ELECTION WITH RESPECT TO AT
LEAST 3,000 OF THOSE SHARES. IF YOU OWN OR HAVE THE RIGHT TO PURCHASE UPON
EXERCISE OF STOCK OPTIONS 3,000 OR FEWER SHARES, THEN YOU WILL NOT BE ABLE TO
MAKE A STOCK ELECTION BUT WILL RECEIVE $7.25 PER SHARE IN CASH, AND YOUR SHARES
WILL NOT BE SUBJECT TO PRORATION. TO THE EXTENT THAT YOU ELECT TO RETAIN SHARES,
AND A PORTION OF YOUR 3,000 MINIMUM SHARE ELECTION CONSISTS OF STOCK OPTIONS,
YOU MUST SEND TO THE EXCHANGE AGENT A FORM OF STOCK OPTION ELECTION IN WHICH YOU
ELECT TO EXERCISE AND RETAIN THOSE STOCK OPTIONS. RADIOLOGIX SENT YOU A FORM OF
STOCK OPTION ELECTION. IF YOU HAVE NOT RECEIVED A FORM OF STOCK OPTION ELECTION,
YOU SHOULD CONTACT RADIOLOGIX TO REQUEST A COPY.
Your election is subject to certain terms, conditions and limitations which
are set forth in the Merger Agreement and described in the Proxy
Statement/Prospectus. The Merger Agreement is included as Annex A to the Proxy
Statement/Prospectus. Copies of the Proxy Statement/Prospectus may be requested
from the Information Agent or from the Exchange Agent at the addresses or
toll-free numbers shown on the cover. The delivery of this Form of Election and
Letter of Transmittal to the Exchange Agent is acknowledgment of the receipt of
the Proxy Statement/Prospectus.
1. ELECTION DEADLINE. THE ELECTION DEADLINE IS 5:00 P.M. (NEW YORK CITY
TIME) ON OCTOBER , 2000, THE LAST BUSINESS DAY PRIOR TO THE DATE OF THE
SPECIAL MEETING OF STOCKHOLDERS OF RADIOLOGIX CALLED TO APPROVE THE MERGER (THE
"RADIOLOGIX SPECIAL MEETING"), UNLESS OTHERWISE EXTENDED. For any Cash Election
or Stock Election contained herein to be effective, this Form of Election and
Letter of Transmittal, properly completed, and the related Radiologix Stock
Certificate(s) (or a Guarantee of Delivery) and other required documents must be
received by the Exchange Agent at one of the addresses shown above on this Form
of Election and Letter of Transmittal at or prior to the Election Deadline. A
STOCK ELECTION WILL BE VALID ONLY IF IT RELATES TO 3,000 OR MORE SHARES. TO BE
ELIGIBLE TO RETAIN SHARES, YOU MUST (1) OWN, OR HAVE THE RIGHT TO PURCHASE UPON
EXERCISE OF STOCK OPTIONS, MORE THAN 3,000 SHARES IMMEDIATELY BEFORE THE MERGER,
AND (2) MAKE A STOCK ELECTION WITH RESPECT TO AT LEAST 3,000 OF THOSE SHARES. IF
YOU OWN OR HAVE THE RIGHT TO PURCHASE UPON EXERCISE OF STOCK OPTIONS 3,000 OR
FEWER SHARES, THEN YOU WILL NOT BE ABLE TO MAKE A STOCK ELECTION BUT WILL
RECEIVE $7.25 PER SHARE IN CASH, AND YOUR SHARES WILL NOT BE SUBJECT TO
PRORATION. TO THE EXTENT THAT YOU ELECT TO RETAIN SHARES, AND A PORTION OF YOUR
3,000 MINIMUM SHARE ELECTION CONSISTS OF STOCK OPTIONS, YOU MUST SEND TO THE
EXCHANGE AGENT A FORM OF STOCK OPTION ELECTION IN WHICH YOU ELECT TO EXERCISE
AND RETAIN THOSE STOCK OPTIONS. IF YOU HAVE NOT RECEIVED A FORM OF STOCK OPTION
ELECTION, YOU SHOULD CONTACT RADIOLOGIX TO REQUEST A COPY. ANY RADIOLOGIX STOCK
CERTIFICATES FOR WHICH A GUARANTEE OF DELIVERY IS PROVIDED MUST IN FACT BE
DELIVERED WITHIN THREE AMEX TRADING DAYS AFTER THE DATE SUCH GUARANTEE OF
DELIVERY IS EXECUTED OR YOU WILL BE DEEMED TO HAVE MADE A NON-ELECTION. The
Exchange Agent will determine whether any Form of Election and Letter of
Transmittal or any Radiologix Stock Certificates in
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respect of a Guarantee of Delivery are received on a timely basis. Any such
determinations made in good faith will be conclusive and binding.
2. REVOCATION OR CHANGE OF FORM OF ELECTION AND LETTER OF TRANSMITTAL. A
Form of Election and Letter of Transmittal may be (i) revoked if the Exchange
Agent receives written notice prior to the Election Deadline from the record
holder of the shares covered by such Election or (ii) changed if the Exchange
Agent receives a completed replacement Form of Election and Letter of
Transmittal prior to the Election Deadline from the record holder of the shares
covered by such Election. Any person who has effectively revoked a Form of
Election and Letter of Transmittal may, by signed and written notice to the
Exchange Agent, request the return of the Radiologix Stock Certificates
submitted to the Exchange Agent and such Radiologix Stock Certificates will be
returned without charge to such person promptly after receipt of such request.
3. ELECTION PROCEDURES/PRORATION. To properly complete Box A, (i) the
undersigned must indicate the number of shares of Radiologix Common Stock
subject to a Cash Election, Stock Election or Non-Election (if no amounts are
indicated, a Non-Election will be deemed to have been made); (ii) the name and
address of the registered holder(s) must be set forth in the column under the
heading "Name and Address of Registered Holder(s)" and (iii) either (a) the
number of each Radiologix Stock Certificate surrendered herewith must be written
in the column under the heading "Certificate Number" or (b) if the Guarantee of
Delivery procedures are used, the number of shares represented by the Radiologix
Stock Certificates to be delivered pursuant to such procedures must be written
in the column under the heading "Number of Shares Represented by each
Certificate," but no certificate number is required. To be eligible to retain
shares, you must (1) own, or have the right to purchase upon exercise of stock
options, more than 3,000 shares immediately before the merger, and (2) make a
stock election with respect to at least 3,000 of those shares. If you own or
have the right to purchase upon exercise of stock options 3,000 or fewer shares,
then you will not be able to make a stock election but will receive $7.25 per
share in cash, and your shares will not be subject to proration. To the extent
that you elect to retain shares, and a portion of your 3,000 minimum share
election consists of stock options, you must send to the Exchange Agent a Form
of Stock Option Election in which you elect to exercise and retain those stock
options. If you have not received a Form of Stock Option Election, you should
contact Radiologix to request a copy. As set forth in the Proxy
Statement/Prospectus, the right to receive a particular form of Merger
Consolidation is subject to proration. Accordingly, there can be no assurance
that a Cash Election or Stock Election made by you will result in your receipt
of the desired type and amount of Merger Consideration. See the Proxy
Statement/Prospectus under the caption "THE MERGER--Merger
Consideration--Elections." The effectiveness of Elections that are accompanied
by Guarantees of Delivery may not be finally determined until approximately
three AMEX trading days after the Election Deadline. The Merger Consideration is
expected to be mailed promptly following such determination, or, if later,
promptly after the Merger is consummated.
4. TERMINATION OF MERGER AGREEMENT. Consummation of the Merger is subject
to the required approval of the stockholders of Radiologix and to the
satisfaction of certain other conditions. No payments related to any surrender
of Radiologix Stock Certificates will be made prior to the consummation of the
Merger and no payments will be made if the Merger Agreement is terminated. If
the Merger Agreement is terminated, all Elections will be void and of no effect
and the Exchange Agent will promptly return all Radiologix Stock Certificates
previously received by it. In such event, shares of Radiologix Common Stock held
through The Depository Trust Company are expected to be available for sale or
transfer promptly following such termination. Certificates representing shares
of Radiologix Common Stock held of record directly by the beneficial owners of
such shares of Radiologix Common Stock will be returned by the Exchange Agent
without charge to the holder as promptly as practicable by first class, insured
mail.
5. NO FRACTIONAL INTERESTS. No certificate representing a fraction of a
share of Radiologix Common Stock will be issued. In lieu thereof, the Exchange
Agent will remit on Radiologix's behalf cash, without interest, in an amount
equal to the product of such fractional share interest to which such holder of
Radiologix Common Stock would otherwise be entitled multiplied by $7.25. No such
holder of Radiologix
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Common Stock shall be entitled to dividends, voting rights or any other rights
in respect of any fractional share.
6. GUARANTEE OF SIGNATURES. If the Merger Consideration is to be issued in
the name of the registered holder(s) as inscribed on the surrendered Radiologix
Certificate(s), the signatures on this Form of Election and Letter of
Transmittal need not be guaranteed. If the "Special Issuance and Payment
Instructions" box has been completed so that payment is to be made to someone
other than the registered holder(s) of Radiologix Common Stock with respect to
the surrendered Radiologix Stock Certificate(s), signatures on this Form of
Election and Letter of Transmittal must be guaranteed by a financial institution
(including most commercial banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agent's Medallion
Program, the New York Stock Exchange Medallion Program or the Stock Exchange
Medallion Program. Public notaries cannot execute acceptable guarantees of
signatures.
7. DELIVERY OF FORM OF ELECTION AND LETTER OF TRANSMITTAL AND RADIOLOGIX
STOCK CERTIFICATES; GUARANTEE OF DELIVERY. This Form of Election and Letter of
Transmittal, properly completed and duly executed, together with your Radiologix
Stock Certificate(s) or a Guarantee of Delivery, should be delivered to the
Exchange Agent at one of the addresses set forth above. A Guarantee of Delivery
of such Radiologix Stock Certificates must be made by a firm which is a member
of a registered national securities exchange or of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States, AND ANY RADIOLOGIX STOCK CERTIFICATES
COVERED BY A GUARANTEE OF DELIVERY MUST IN FACT BE DELIVERED TO THE EXCHANGE
AGENT WITHIN THREE AMEX TRADING DAYS AFTER THE DATE OF EXECUTION OF SUCH
GUARANTEE OF DELIVERY. FAILURE TO DELIVER SUCH RADIOLOGIX STOCK CERTIFICATES
WITHIN SUCH THREE DAY PERIOD SHALL INVALIDATE ANY ELECTION, AND A NON-ELECTION
SHALL BE DEEMED TO HAVE BEEN MADE. THE METHOD OF DELIVERY OF THE FORM OF
ELECTION AND LETTER OF TRANSMITTAL, THE RADIOLOGIX STOCK CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER OF SHARES OF
RADIOLOGIX COMMON STOCK. IF YOU CHOOSE TO SEND THE MATERIALS BY MAIL, IT IS
RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL, APPROPRIATELY INSURED, WITH
RETURN RECEIPT REQUESTED. DELIVERY OF THE MATERIALS WILL BE DEEMED EFFECTIVE,
AND RISK OF LOSS WITH RESPECT THERETO WILL PASS, ONLY WHEN SUCH MATERIALS ARE
ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
8. SHARES HELD BY NOMINEES, TRUSTEES OR OTHER REPRESENTATIVES. Holders of
record of shares of Radiologix Common Stock who hold such shares as nominees,
trustees or in other representative or fiduciary capacities (a "Representative")
may submit one or more Forms of Election and Letters of Transmittal covering the
aggregate number of shares of Radiologix Common Stock held by such
Representative for the beneficial owners for whom the Representative is making
an Election or a Non-Election, provided that such Representative certifies that
each Form of Election and Letter of Transmittal covers all of the shares of
Radiologix Common Stock held by such Representative for any single beneficial
owner. Any Representative that makes an Election or a Non-Election may be
required to provide the Exchange Agent with such documents and/or additional
certifications, if requested, in order to satisfy the Exchange Agent that such
Representative holds such shares of Radiologix Common Stock for a particular
beneficial owner. If any shares of Radiologix Common Stock are not covered by an
effective Form of Election and Letter of Transmittal, they will be deemed to be
covered by a Non-Election.
9. INADEQUATE SPACE. If the space provided herein is inadequate, the share
certificate numbers and the numbers of shares of Radiologix Common Stock
represented thereby should be listed on additional sheets and attached hereto.
10. SIGNATURES ON FORM OF ELECTION AND LETTER OF TRANSMITTAL, SHARE POWERS
AND ENDORSEMENTS.
(a) All signatures must correspond exactly with the name written on the face
of the Radiologix Stock Certificate(s) without alteration, variation or
any change whatsoever.
(b) If the Radiologix Stock Certificates surrendered are held of record by
two or more joint owners, all such owners must sign this Form of Election
and Letter of Transmittal.
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(c) If any surrendered shares of Radiologix Common Stock are registered in
different names on several Radiologix Stock Certificate(s), it will be
necessary to complete, sign and submit as many separate Forms of Election
and Letters of Transmittal as there are different registrations of
Radiologix Stock Certificates.
(d) If this Form of Election and Letter of Transmittal is signed by a
person(s) other than the record holder(s) of the Radiologix Stock
Certificate(s) listed (other than as set forth in paragraph (e) below),
such certificates must be endorsed or accompanied by appropriate share
powers, in either case signed exactly as the name(s) of the record
holder(s) appears on such certificate(s).
(e) If this Form of Election and Letter of Transmittal 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 and such person is not the record holder of the accompanying
Radiologix Stock Certificates, he or she must indicate the capacity when
signing and must submit proper evidence of his or her authority to act.
11. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. In the "Special Issuance
and Payment Instructions" box, indicate the name and/or address of the person(s)
to whom the Merger Consideration is to be issued and mailed only if the Merger
Consideration (whether cash, Radiologix Common Stock or a combination thereof)
is to be issued in the name of someone other than the person(s) signing this
Form of Election and Letter of Transmittal. If the "Special Issuance and Payment
Instructions" box is completed, the Exchange Agent will issue the Merger
Consideration in the name of, and will mail the Merger Consideration to, the
person or entity so indicated at the address so indicated, but only after the
Exchange Agent has been provided with satisfactory evidence of the payment of,
or exemption from payment of, any applicable stock transfer taxes payable on
account of the transfer to such person or entity prior to the delivery of the
Merger Consideration. In the "Special Delivery Instructions" box, indicate the
address to which the Merger Consideration is to be mailed in the name of the
undersigned only if different from the address set forth in Box A.
12. LOST, STOLEN OR DESTROYED CERTIFICATES. You cannot submit an effective
Form of Election and Letter of Transmittal without enclosing your Radiologix
Stock Certificates with this Form of Election and Letter of Transmittal or
providing a Guarantee of Delivery followed within three AMEX trading days
thereafter by the delivery of the Radiologix Stock Certificates. If your
Radiologix Stock Certificate(s) have been lost, stolen or destroyed, you are
urged to call [ ], Radiologix's Information Agent (the "Transfer
Agent"), at [ ]. The Transfer Agent will forward additional documentation
which you must complete in order to obtain a replacement stock certificate. You
may be required to post an indemnity bond if so required by Radiologix.
13. MISCELLANEOUS. The Exchange Agent has the discretion to determine
whether a Form of Election and Letter of Transmittal has been properly
completed, signed and submitted or revoked and to disregard immaterial defects
in any Form of Election and Letter of Transmittal. The good faith decision of
the Exchange Agent in such matters shall be conclusive and binding. Radiologix,
SKM-RD Acquisition Corp., SKM-RD LLC and the Exchange Agent are not under any
duty to give notification of defects in any Form of Election and Letter of
Transmittal.
14. INFORMATION AND ADDITIONAL COPIES. Information and additional copies
of this Form of Election and Letter of Transmittal may be obtained from the
Information Agent by telephoning toll-free [ ].
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IMPORTANT TAX INFORMATION
Under federal income tax law, the Exchange Agent is required to file a
report with the Internal Revenue Service ("IRS") disclosing any payments made to
a holder of Radiologix Common Stock pursuant to the Merger Agreement and to
impose 31% backup withholding if required. If the correct certifications on
Substitute Form W-9 are not provided, a $50 penalty may be imposed on the holder
by the IRS and payments made for shares of Radiologix Common Stock may be
subject to backup withholding of 31%. Backup withholding is also required if the
IRS notifies the recipient that the recipient is subject to backup withholding
as a result of a failure to report all interest and dividends.
In order to avoid backup withholding resulting from a failure to provide a
correct certification, a holder of Radiologix Common Stock must, unless an
exemption applies, provide the Exchange Agent with his correct taxpayer
identification number ("TIN") on Substitute Form W-9 as set forth on this Form
of Election and Letter of Transmittal. Such person must certify under penalties
of perjury that such number is correct and that such holder is not otherwise
subject to backup withholding. The TIN that must be provided is that of the
registered holder of the Radiologix Common Stock. If the Radiologix Common Stock
is held in more than one name or is not registered in the name of the actual
holder or if the Merger Consideration is to be delivered to another person as
provided in the box entitled "Special Issuance and Payment Instructions,"
consult the enclosed guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 and your tax advisor for additional guidance on
which number to report. The box in Part III of the Substitute Form W-9 should be
checked if the surrendering holder of Radiologix Common Stock 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 III is checked and the Exchange Agent is not provided
with a TIN, Radiologix will withhold 31% of all such payments and dividends. A
foreign person may qualify as an exempt recipient by submitting to the Exchange
Agent a properly completed IRS Form W-8, signed under penalties of perjury,
attesting to that person's exempt status. Foreign investors should consult their
tax advisors regarding the need to complete IRS Form W-8 and any other forms
that may be required.
Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding 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 IRS.
Please read the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional important
information on how to complete the Substitute Form W-9.
For a summary of the federal income tax consequences of the receipt of the
Merger Consideration, see "United States Federal Income Tax Considerations" in
the Proxy Statement/Prospectus.
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PAYOR'S NAME: [ ]
<TABLE>
<C> <S> <C>
--------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part I--PLEASE PROVIDE TIN:
FORM W-9 YOUR TIN IN THE BOX AT THE --------------------------------------
Department of the Treasury RIGHT AND CERTIFY BY Social security number
Internal Revenue Service SIGNING AND DATING BELOW OR
--------------------------------------
Employer identification number
-----------------------------------------------------------------------
Payor's Request for Taxpayer Part II--Exempt Payees / /
Identification Number ("TIN") -----------------------------------------------------------------------
and Certification Name (if joint ownership, list first and circle the name of the person
or entity whose number is entered in Part I)
-----------------------------------------------------------------------
Address (Number and Street)
-----------------------------------------------------------------------
City, State and Zip Code
-----------------------------------------------------------------------
Part III--Awaiting TIN / /
--------------------------------------------------------------------------------------------------------------------
CERTIFICATION--Under penalty 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 because:
(a) I am exempt from backup withholdings, or
(b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as
a result of a failure to report interest or dividends, or
(c) the IRS has notified me that I am no longer subject to backup withholding.
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CERTIFICATION INSTRUCTIONS. You must cross out item (2) above if
you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or
dividends on your tax return. However, if after being notified by the IRS that you were subject to backup
withholding, you received another notification from the IRS that you were no longer subject to backup withholding,
do not cross out item (2). If you are exempt from backup withholding, check the box in Part II above.
SIGNATURE DATE
--------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM OF ELECTION AND LETTER OF
TRANSMITTAL, INCLUDING THE SUBSTITUTE FORM W-9, MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER
AGREEMENT. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL
DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART III
OF THE SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number, 31% of all reportable
payments made to me thereafter will be withheld until I provide such number.
__________________ _____________________________________________
SIGNATURE SIGNATURE
--------------------------------------------------------------------------------
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