<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(INFORMATION PURSUANT TO RULE 13D-101)
------------------------
CMP MEDIA INC.
(NAME AND SUBJECT COMPANY)
MFW ACQUISITION CORP.
MFW ACQUISITION HOLDINGS CORP.
(BIDDERS)
------------------------
CLASS A COMMON STOCK, $.01 PAR VALUE
(TITLE AND CLASS OF SECURITIES
125891101
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
ANNE W. GURNSEY, ESQ.
UNITED NEWS & MEDIA INC.
32 UNION SQUARE EAST, 5TH FLOOR
NEW YORK, NY 10003
(212) 358-6570
------------------------
COPY TO:
JAMES E. ABBOTT, ESQ.
CARTER, LEDYARD & MILBURN
2 WALL STREET
NEW YORK, NY 10005
(212) 732-3200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
<PAGE>
May 7, 1999
This statement amends and supplements the combined Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D originally filed with the
Securities and Exchange Commission on May 6, 1999 (collectively, the "Schedule
14D-1 & Schedule 13D"), by MFW Acquisition Holdings Corp., a Delaware
corporation ("Parent"), and MFW Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), in connection with the offer
to purchase all the outstanding shares of Class A Common Stock, par value $.01
per share (the "Class A Shares"), and all the outstanding shares of Class B
Common Stock, par value $.01 per share (the "Class B Shares" and, together with
the Class A Shares, the "Shares"), of CMP Media Inc., a Delaware corporation
(the "Company"), at $39.00 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated May 6,
1999 and in the related Letter of Transmittal.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended by replacing in its entirety the following
exhibit.
(a)(2) Letter of Transmittal
SIGNATURE
After due and reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
<TABLE>
<S> <C> <C>
May 7, 1999
MFW ACQUISITION CORP.
By: /s/ DONALD PAZOUR
-----------------------------------------
Name: Donald Pazour
Title: CHIEF EXECUTIVE OFFICER
MFW ACQUISITION HOLDINGS CORP.
By: /s/ DONALD PAZOUR
-----------------------------------------
Name: Donald Pazour
Title: CHIEF EXECUTIVE OFFICER
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE NO. IN
EXHIBIT SEQUENTIALLY
NO. TITLE NUMBERED SCHEDULE
- --------- ----------------------------------------------------------------------------------- -------------------
<C> <S> <C>
*(a)(1) Offer to Purchase, dated May 6, 1999...............................................
(a)(2) Letter of Transmittal..............................................................
*(a)(3) Notice of Guaranteed Delivery......................................................
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees...
*(a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
to their Clients...................................................................
*(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9................................................................................
*(a)(7) Press release, dated April 29, 1999................................................
*(a)(8) Summary advertisement dated May 6, 1999............................................
*(b) Letter Agreement dated April 29, 1999 between Lloyds Bank Plc and United News &
Media plc..........................................................................
*(c)(1) Agreement and Plan of Merger, dated as of April 28, 1999, among United News & Media
plc, Miller Freeman Worldwide plc, MFW Acquisition Corp. and CMP Media Inc.........
*(c)(2) Tender and Voting Agreement dated as of April 28, 1999 among MFW Acquisition Corp.
and certain shareholders of CMP Media, Inc.........................................
</TABLE>
- ------------------------
* Previously filed.
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER CLASS A AND CLASS B SHARES OF COMMON STOCK
OF
CMP MEDIA INC.
AT $39.00 PER SHARE, NET
PURSUANT TO THE OFFER TO PURCHASE DATED MAY 6, 1999
BY
MFW ACQUISITION CORP.,
A WHOLLY-OWNED SUBSIDIARY
OF
MFW ACQUISITION HOLDINGS CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JUNE 3, 1999 UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
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<S> <C>
BY REGISTERED OR CERTIFIED MAIL: BY HAND BEFORE 4:30 P.M.:
ChaseMellon Shareholder Services, ChaseMellon Shareholder Services,
L.L.C. L.L.C.
PO Box 3301 120 Broadway, 13th Floor
South Hackensack, NJ 07606 New York, NY 10271
Attention: Reorganization Department Attention: Reorganization Department
BY OVERNIGHT COURIER AND BY FACSIMILE TRANSMISSION:
BY HAND AFTER 4:30 P.M. (201) 296-4293
ON EXPIRATION DATE ONLY: CONFIRM BY TELEPHONE TO:
(201) 296-4860
ChaseMellon Shareholder Services,
L.L.C.
85 Challenger Road, Mail Drop-Reorg
Ridgefield Park, NJ 07660
Attention: Reorganization Department
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR, WITH SIGNATURE GUARANTEE
IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW. SEE
INSTRUCTION 1.
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 stockholders either if
certificates (the "Share Certificates") evidencing Shares (as defined below) are
to be forwarded herewith or, unless an Agent's Message (as defined in the Offer
to Purchase) is utilized, if delivery of Shares is to be made by book-entry
transfer to the account maintained by the Depositary at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the book-entry transfer
procedures described in Section 3 of the Offer to Purchase (as defined below).
Stockholders whose 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 Section 1 of the
Offer to Purchase) or who cannot complete the procedures 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 procedures set forth in Section 3 of
the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE>
/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: _________________________________________________
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
/ / 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): _______________________________________________
Window Ticket No. (if any): ____________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________________
Name of Institution which Guaranteed Delivery: _________________________________
DESCRIPTION OF SHARES TENDERED
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<S> <C> <C> <C> <C>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S),
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S)
APPEAR(S) ON SHARE CERTIFICATE(S) (ATTACH ADDITIONAL LIST IF NECESSARY)
TOTAL NUMBER OF
SHARES
REPRESENTED BY NUMBER OF
SHARE CLASS SHARE SHARES
CERTIFICATE (A OR B) CERTIFICATES* TENDERED**
</TABLE>
* Need not be completed by stockholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by
each Share Certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY.
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to MFW Acquisition Corp., a Delaware
corporation (the "Merger Sub") and wholly-owned subsidiary of MFW Acquisition
Holdings Corp., a Delaware corporation ("Parent"), the above-described shares of
Class A Common Stock, par value $.01 per share, and Class B Common Stock, par
value $.01 per share (collectively, the "Shares"), of CMP Media Inc., a Delaware
corporation (the "Company"), pursuant to Merger Sub's offer to purchase all
Shares, at a price of $39.00 per Share, net to seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated May 6,
1999 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which, together with the Offer to Purchase,
constitute the "Offer"). The undersigned understands that Merger Sub reserves
the right to transfer or assign, in whole or from time to time in part, to one
or more affiliates of Parent, the right to purchase all or any portion of the
Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Merger Sub 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 April 28, 1999 (collectively,
"Distributions") and irrevocably constitutes and 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 for 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
Merger Sub, (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 irrevocably appoints Donald Pazour and Anne Gurnsey,
and each of them, as such stockholder's attorneys and proxies, each with full
power of substitution, to vote in such manner as each such attorney or proxy or
his substitute shall, in his sole discretion, deem proper, and otherwise act (by
written consent or otherwise) with respect to all the Shares tendered hereby
which have been accepted for payment by Merger Sub prior to the time of such
vote or other action (and any and all other Shares or securities issued or
issuable in respect thereof on or after April 28, 1999). This proxy and power of
attorney is coupled with an interest in the Shares tendered hereby, is
irrevocable and is granted in consideration of, and is effective upon, the
acceptance for payment by Merger Sub of such Shares in accordance with the terms
of the Offer. Upon such acceptance for payment, all prior proxies and powers of
attorney granted by such stockholder will, without further action, be revoked,
and no subsequent proxy or power of attorney may be given nor any subsequent
written consent executed by such stockholder (and if given or executed, shall
not be effective). The designees of Merger Sub will be empowered, with respect
to such Shares for which the appointment is effective, to exercise all voting
and other rights (whether by written consent or otherwise) of such stockholder
as they, in their sole discretion, may deem proper at any annual or special
meeting of the Company's stockholders or any adjournment of postponement
thereof, by written consent in lieu of any such meeting or otherwise. The
undersigned understands that, in order for Shares to be deemed validly tendered,
immediately upon Merger Sub's acceptance of such Shares, Merger Sub must be able
to exercise full voting rights with respect to such Shares.
3
<PAGE>
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and all Distributions, that when such Shares are accepted for payment by
Merger Sub, Merger Sub 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 any additional documents deemed by the Depositary or Merger Sub to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions. In addition, the undersigned shall
remit and transfer promptly to the Depositary for the account of Merger Sub 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, Merger Sub 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 Merger Sub in
its sole discretion.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and all such authority shall survive, the
death or incapacity of the undersigned. Any obligations of the undersigned
hereunder shall be binding upon the heirs, executors, administrators and legal
and 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 Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute the acceptance of the undersigned of the
terms and conditions of the Offer. Merger Sub's acceptance of such Shares for
payment will constitute a binding agreement between the undersigned and Merger
Sub upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing Shares not purchased 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 undersigned at the address shown above under "Description of
Shares Tendered." In the event that both the Special Payment Instructions and
the Special Delivery Instructions are completed, please issue the check for the
purchase price of all Shares purchased and return all Share Certificates
evidencing Shares not tendered or accepted for payment 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 Merger Sub has no
obligation, pursuant to the Special Payment Instructions, to transfer any Shares
from the name(s) of the registered holder(s) thereof if Merger Sub does not
purchase any of the Shares tendered hereby.
4
<PAGE>
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 4, 5, 6 AND 7)
To be completed ONLY if Share Certificates for To be completed ONLY if Share Certificates for
Shares not tendered or not purchased and/or the Shares not tendered or not purchased and/or the
check for the purchase price of Shares purchased check for the purchase price of shares purchased
are to be issued in the name of someone other are to be sent to someone other than the
than the undersigned, or if Shares tendered undersigned, or to the undersigned at an address
hereby and delivered by book-entry transfer which other than that shown above.
are not purchased are to be returned by credit to
an account maintained at the Book-Entry Transfer
Facility other than that designated above.
Issue check and/or certificate to: Issue check and/or certificate to:
Name Name
(PLEASE PRINT) (PLEASE PRINT)
Address Address
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
/ / Credit unpurchased Shares delivered by
book-entry transfer to the Book-Entry
Transfer Facility account set forth below.
(ACCOUNT NUMBER)
</TABLE>
5
<PAGE>
IMPORTANT
STOCKHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
X ______________________________________________________________________________
X ______________________________________________________________________________
(SIGNATURE(S) OF HOLDER(S)
Dated: ____________, 1999
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by Share Certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer of a corporation or other person
acting in a fiduciary or representative capacity, please provide the following
information. See Instructions 1 and 5.)
Name(s) ________________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (Full Title) __________________________________________________________
(See Instruction 5)
Address ________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _________________________________________________
Taxpayer Identification or Social Security No. _________________________________
(Complete Substitute Form W-9 on Reverse Side)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ___________________________________________________________
Name ___________________________________________________________________________
(Please Print)
Title __________________________________________________________________________
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _________________________________________________
Dated: _______________, 1999
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if (a) this Letter of Transmittal is signed by the
registered holder of the Shares (which term, for purposes of this document,
includes any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of the Shares) tendered herewith
unless such holder has completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" on the reverse
hereof or (b) such Shares are tendered for the account of a bank, broker,
dealer, credit union, savings association or other entity that is a member in
good standing of the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program (each 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 completed by stockholders either if Share Certificates are
to be forwarded herewith or if tenders of Shares are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in Section 3 of the
Offer to Purchase. Share Certificates evidencing all physically tendered Shares,
or any Book Entry Confirmation of Shares, as the case may be, 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 (as
defined in the Offer to Purchase) in connection with a book-entry transfer
facility, and any other documents required by this Letter of Transmittal, must,
in any case, be received by the Depositary at its addresses set forth herein on
or prior to the Expiration Date (as defined in Section 1 of 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.
Stockholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other required documents to the
Depositary on or prior to the Expiration Date or who cannot complete the
procedures for delivery by book-entry transfer on a timely basis may tender
their Shares by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedures set forth in Section 3
of the Offer to Purchase. Pursuant to such procedures: (a) such tender must be
made by or through an Eligible Institution; (b) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form made available
by Merger Sub, must be received by the Depositary prior to the Expiration Date;
and (c) the Share Certificates evidencing all physically delivered Shares in
proper form for transfer by delivery, or Book Entry Confirmation of Shares, in
each case together with properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), unless an Agent's Message is utilized,
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received
by the Depositary within three Nasdaq National Market System ("Nasdaq") trading
days after the date of execution of such Notice of Guaranteed Delivery, all as
provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE SHARE CERTIFICATE
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
7
<PAGE>
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Share Certificate numbers and/or the number
of Shares should be listed on a separate schedule attached hereto.
4. PARTIAL TENDER. (Not applicable to stockholders who tender by book-entry
transfer). If fewer than all the Shares evidenced by any Share Certificate
submitted are to be tendered, fill in the number of Shares which are to be
tendered in the box entitled "Number of Shares Tendered." In such cases, new
Share Certificate(s) evidencing the remainder of the Shares that were evidenced
by your old Share Certificates will be sent to you as soon as practicable after
the Expiration Date. All Shares represented 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 exactly with the name(s) as
written on the face of the Share Certificates without alteration, enlargement or
any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of Share Certificates.
If this Letter of Transmittal or any Share Certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Merger Sub of such person's authority to so act must be
submitted.
When this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment or Share Certificates for
Shares not tendered or purchased are to be issued to a person other than the
registered owner(s). Signatures on such Share Certificates 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 listed, the Share Certificate(s) must be
endorsed in blank 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) or stock powers
must be guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, Merger
Sub will pay or cause to be paid any stock transfer taxes with respect to the
sale and transfer of purchased Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or if Share
Certificate(s) for Shares not tendered or purchased are to be registered in the
name of, any person other than the registered holder(s), or if tendered Share
Certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s), such other person or otherwise)
payable on account of the transfer to such person will be deducted from the
purchase price unless satisfactory evidence 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.
8
<PAGE>
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) for
unpurchased Shares are to be issued, in the name of a person other than the
person(s) signing this Letter of Transmittal or if a check is to be sent or such
Share Certificates are to be returned 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 above, the appropriate boxes
on this Letter of Transmittal should be completed. Stockholders tendering Shares
by book-entry transfer may request that Shares not purchased be credited to such
account maintained at the Book-Entry Transfer Facility as such stockholder may
designate hereon. If no such instructions are given, such Shares not purchased
will be returned by crediting the account at the Book-Entry Transfer Facility as
the account from which such Shares were delivered.
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Information Agent or the Dealer
Manager at their respective addresses or telephone numbers set forth below.
Additional copies of the Offer to Purchase, this Letter of Transmittal and the
Notice of Guaranteed Delivery may be obtained from the Information Agent or from
brokers, dealers, commercial banks or trust companies.
9. SUBSTITUTE FORM W-9. The tendering stockholder 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 stockholder has been notified by the Internal Revenue Service that
such stockholder is subject to backup withholding, such stockholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
stockholder has since been notified by the Internal Revenue Service that such
stockholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering stockholder to
31% federal income tax withholding on the payment of the purchase price. If the
tendering stockholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future, such stockholder should 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.
10. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any Share
Certificate(s) representing Shares has been lost, destroyed or stolen, the
stockholder should promptly notify the Information Agent. The stockholder will
then be instructed as to the steps that must be taken in order to replace the
Share Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed Share
Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR 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.
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IMPORTANT TAX INFORMATION
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 stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If a tendering stockholder is subject to backup withholding, he or she
must cross out Item (2) of the Certification box on 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 a stockholder
makes a false statement that results in no imposition of backup withholding, and
there was no reasonable basis for such statement, a $500 penalty may also be
imposed by the Internal Revenue Service.
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, that stockholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements may be
obtained from the Depositary. Exempt stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions. A
stockholder should consult his or her tax advisor as to such stockholder's
qualification for exemption from backup withholding and the procedure for
obtaining such exemption.
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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent federal income tax backup withholding on payments of cash that
are made to a stockholder with respect to Shares purchased pursuant to the
Offer, the stockholder must provide the Depositary with such stockholder's
correct TIN by completing the form below certifying under penalties of perjury
(a) that the TIN provided on Substitute Form W-9 is correct (or that such
stockholder is awaiting a TIN) and (b) that (i) such stockholder has not been
notified by the Internal Revenue Service that such stockholder is subject to
backup withholding as a result of a failure to report all interest or dividends
or (ii) the Internal Revenue Service has notified such stockholder that such
stockholder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report. 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 stockholder should write "Applied For" in the space provided for the
TIN in Part I, 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% of all payments of the purchase price until a
TIN is provided to the Depositary.
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PAYER'S NAME: CHASE MELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN SOCIAL SECURITY NUMBER
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY OR EMPLOYER IDENTIFICATION
BY SIGNING AND DATING BELOW. NUMBER
Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer PART II--For Payees exempt from backup withholding, see the enclosed
Identification Number (TIN) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 and complete as instructed therein.
(If awaiting TIN write "Applied For")
CERTIFICATION--Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or 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 ("IRS") 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 within 60 days, 31% of all reportable payments made to me thereafter will be withheld
until I provide a number); and
(2) I am not subject to backup withholding either because I have not been notified by 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 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).
SIGNATURE DATE ,1999
</TABLE>
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.
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<PAGE>
Facsimiles of the Letter of Transmittal, properly completed and duly signed,
will be accepted. The Letter of Transmittal, Share Certificates and any other
required documents should be sent or delivered by each stockholder to such
stockholder's broker, dealer, commercial bank, trust company or other nominee to
the Depositary at one of its addresses set forth below.
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C>
BY REGISTERED OR CERTIFIED MAIL: BY HAND BEFORE 4:30 P.M.:
ChaseMellon Shareholder Services, ChaseMellon Shareholder Services,
L.L.C. L.L.C.
PO Box 3301 120 Broadway, 13th Floor
South Hackensack, NJ 07606 New York, NY 10271
Attention: Reorganization Department Attention: Reorganization Department
BY OVERNIGHT COURIER AND BY FACSIMILE TRANSMISSION:
BY HAND AFTER 4:30 P.M. (201) 296-4293
ON EXPIRATION DATE ONLY: CONFIRM BY TELEPHONE TO:
ChaseMellon Shareholder Services, (201) 296-4860
L.L.C.
85 Challenger Road, Mail Drop-Reorg
Ridgefield Park, NJ 07660
Attention: Reorganization Department
</TABLE>
Questions or request for assistance may be directed to the Information Agent
at its address and telephone number listed below. Additional copies of the Offer
to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery
may be obtained from the Information Agent. A stockholder may also contact
brokers, dealers, commercial banks or trust companies for assistance concerning
the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005-4495
Telephone: (800) 431-9629
The Dealer Manager for the Offer is:
ALLEN & COMPANY INCORPORATED
711 Fifth Avenue
New York, New York 10022
Telephone: (212) 832-8000
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