<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF CLASS A COMMON STOCK
AND
SHARES OF CLASS B COMMON STOCK
OF
BERINGER WINE ESTATES HOLDINGS, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED SEPTEMBER 1, 2000
BY
BORDEAUX ACQUISITION CORP.,
AN INDIRECT, WHOLLY OWNED SUBSIDIARY
OF
FOSTER'S BREWING GROUP LIMITED
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, SEPTEMBER 29, 2000, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
THE DEPOSITARY FOR THE OFFER IS:
EQUISERVE, L.P
BY MAIL: BY HAND: BY OVERNIGHT CARRIER:
Equiserve, L.P. Securities Transfer & Reporting Equiserve, L.P.
Attn: Corporate Actions Services, Inc. Mail Stop 45-01-40
P.O. Box 8029 c/o Equiserve, L.P. 150 Royall Street
Boston, MA 02266-8029 100 William Street, Galleria Canton, MA 02021
New York, NY 10038
BY FACSIMILE TRANSMISSION:
(781) 575-2233
FOR INFORMATION TELEPHONE:
(781) 575-3400
(Call Collect)
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW AND
COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
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 for Shares are to be forwarded herewith or, unless an Agent's
Message (as defined in the Offer to Purchase) is utilized, if tenders of Shares
are to be made by book-entry transfer to an account maintained by Equiserve,
L.P. (the "Depositary") at The Depository Trust Company (the "Book-Entry
Transfer Facility") pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, dated September 1, 2000 (the "Offer to Purchase").
Stockholders who tender Shares by book-entry transfer are referred to herein as
"Book-Entry Stockholders."
<PAGE>
Holders of Shares ("Stockholders") whose certificates for such Shares (the
"Certificates") are not immediately available or who cannot deliver their
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in the Offer to Purchase) or who cannot complete
the procedures for book-entry transfer on a timely basis, must tender their
Shares according 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.
<TABLE>
<CAPTION>
NOTE: SIGNATURES MUST BE PROVIDED ON THE INSIDE AND REVERSE BACK COVER. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
<S> <C>
/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED
BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ______________________________________________
Account Number: _____________________________________________________________
Transaction Code Number: ____________________________________________________
/ / CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF
SUCH NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Holder(s): ____________________________________________
Window Ticket Number (if any): ______________________________________________
Date of Execution of Notice of Guaranteed Delivery: _________________________
Name of Institution that Guaranteed Delivery: _______________________________
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
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DESCRIPTION OF SHARES TENDERED
-----------------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s)
(Please Fill In, If Blank, Exactly as Name(s) Certificate(s) and Share(s) Tendered
Appear(s) on Certificate(s)) (Attach Additional List, If Necessary)
-----------------------------------------------------------------------------------------------------------------------------------
Total Number Total Number
of Class A of Class B Number of Number of
Shares Shares Class A Class B
Certificate Represented by Represented by Shares Shares
Number(s)* Certificate(s)* Certificate(s)* Tendered** Tendered**
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Total Shares
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
* Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated, it will be assumed that all
Shares represented by Certificates delivered to the
Depositary are being tendered. See Instruction 4.
/ / CHECK HERE IF CERTIFICATES HAVE BEEN LOST OR MUTILATED. SEE
INSTRUCTION 11.
Number of Class A Shares represented by the lost or
mutilated Certificates:
Number of Class B Shares represented by the lost or
mutilated Certificates:
---------------------------------------------------------------------
</TABLE>
3
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Bordeaux Acquisition Corp. ("Purchaser"),
a Delaware corporation and an indirect, wholly owned subsidiary of Foster's
Brewing Group Limited, a corporation organized under the laws of the State of
South Australia, Commonwealth of Australia ("Foster's"), (i) the above-described
shares of Class A common stock, par value $0.01 per share (the "Class A Shares")
of Beringer Wine Estates Holdings, Inc. ("Beringer") and (ii) the
above-described shares of Class B common stock, par value $0.01 per share (the
"Class B Shares" and, together with the Class A Shares, the "Shares") of
Beringer, pursuant to Purchaser's offer to purchase all outstanding Shares at a
price of $55.75 per Share, net to the seller in cash, without interest, prorated
for fractional Shares, upon the terms and subject to the conditions set forth in
the Offer to Purchase, receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with the Offer to Purchase and any
amendments or supplements hereto or thereto, constitute the "Offer"). The
undersigned understands that Purchaser reserves the right to transfer or assign,
in whole, or from time to time in part, to one or more of its subsidiaries or
affiliates 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 and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer, the undersigned hereby sells, assigns and transfers to,
or upon the order of Purchaser, all right, title and interest in and to all of
the Shares that are being tendered hereby and any and all dividends on the
Shares (including, without limitation, the issuance of additional Shares
pursuant to a stock dividend or stock split, the issuance of other securities,
the issuance of rights for the purchase of any securities, or any cash
dividends) that are declared or paid by Beringer on or after the date of the
Offer to Purchase and are payable or distributable to stockholders of record on
a date prior to the transfer into the name of Purchaser or its nominees or
transferees on Beringer's stock transfer records of the Shares purchased
pursuant to the Offer (collectively "Distributions"), and constitutes and
irrevocably appoints the Depositary the true and lawful agent, attorney-in-fact
and proxy of the undersigned to the full extent of the undersigned's rights with
respect to such Shares (and Distributions) with full power of substitution (such
power of attorney and proxy being deemed to be an irrevocable power coupled with
an interest), to (a) deliver Certificates (and Distributions) or transfer
ownership of such Shares on the account books maintained by the Book-Entry
Transfer Facility together, in either such case, with all accompanying evidence
of transfer and authenticity, to or upon the order of Purchaser upon receipt by
the Depositary, as the undersigned's agent, of the purchase price, (b) present
such Shares (and Distributions) for transfer on the books of Beringer and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and Distributions), all in accordance with the terms
of the Offer.
The undersigned hereby irrevocably appoints designees of Purchaser, and each
of them, the attorneys-in-fact and proxies of the undersigned, each with full
power of substitution, to vote in such manner as each such attorney and proxy or
his or her substitute shall, in his or her sole discretion, deem proper, and
otherwise act (including pursuant to written consent) with respect to all of the
Shares tendered hereby which have been accepted for payment by Purchaser prior
to the time of such vote or action (and Distributions) which the undersigned is
entitled to vote at any meeting of the stockholders of Beringer (whether annual
or special and whether or not an adjourned meeting), or by written consent in
lieu of such meeting, or otherwise. This power of attorney and proxy is coupled
with an interest in Beringer and in the Shares and is irrevocable and is granted
in consideration of, and is effective upon, the acceptance for payment of such
Shares by Purchaser in accordance with the terms of the Offer. Such acceptance
for payment shall revoke, without further action, any other power of attorney or
proxy granted by the undersigned at any time with respect to such Shares (and
Distributions) and no subsequent powers of attorney or proxies will be given
(and if given will be deemed not to be effective) with respect thereto by the
undersigned. The undersigned understands that Purchaser reserves the right to
require that, in order for Shares to be deemed validly tendered, immediately
upon Purchaser's acceptance for payment of such Shares, Purchaser is able to
exercise full voting rights with respect to such Shares (and Distributions),
including voting at any meeting of stockholders.
4
<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 Distributions), that the undersigned owns the Shares tendered hereby
within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), that the tender of the tendered Shares
complies with Rule 14e-4 promulgated under the Exchange Act and that when the
same are accepted for payment by Purchaser, Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be subject to any
adverse claim. The undersigned, upon request, will execute and deliver any
additional documents deemed by the Depositary or Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby (and Distributions). In addition, the undersigned shall promptly remit
and transfer to the Depositary for the account of Purchaser any and all other
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer and, pending such remittance or
appropriate assurance thereof, Purchaser shall be entitled to all rights and
privileges as owner of such Distributions and may withhold the entire purchase
price or deduct from the purchase price of Shares tendered hereby the amount or
value thereof, as determined by Purchaser in its sole discretion.
All authority herein conferred or herein agreed to be conferred shall not be
affected by, and shall survive, the death or incapacity of the undersigned and
any obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, legal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that valid 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 a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions of the Offer. The
undersigned recognizes that, under certain circumstances set forth in the Offer
to Purchase, Purchaser may not be required to accept for payment any of the
Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Certificates not
tendered or accepted for payment in the name(s) of the undersigned. Similarly,
unless otherwise indicated under "Special Delivery Instructions," please mail
the check for the purchase price and/or return any Certificates not tendered or
accepted for payment (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature. In the event
that both the "Special Delivery Instructions" and the "Special Payment
Instructions" are completed, please issue the check for the purchase price
and/or return any Certificates not tendered or accepted for payment in the
name(s) of, and deliver said check and/or return Certificates to, the person or
persons so indicated. Book-Entry Stockholders may request that any Shares not
accepted for payment be returned by crediting such account maintained at the
Book-Entry Transfer Facility. The undersigned recognizes that Purchaser has no
obligation pursuant to the "Special Payment Instructions" to transfer any Shares
from the name of the registered holder thereof if Purchaser does not accept for
payment any of such Shares.
5
<PAGE>
--------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Certificates not tendered or not purchased
and/or the check for the purchase price of Shares purchased are to be issued
in the name of someone other than the undersigned or if Shares tendered by
book-entry transfer which are not purchased are to be returned by credit to
an account maintained at the Book-Entry Transfer Facility other than that
designated on the front cover.
Issue check and/or Certificates to:
Name: ______________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9)
/ / Credit unpurchased Shares tendered by book-entry transfer to the
Book-Entry Transfer Facility
____________________________________________________________________________
(ACCOUNT NUMBER)
---------------------------------------------------------------
---------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Certificates not tendered or not purchased
and/or the check for the purchase price of Shares purchased are to be sent
to someone other than the undersigned, or to the undersigned at an address
other than that shown on the front cover.
Mail check and/or Certificate to:
Name: ______________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9)
-----------------------------------------------------
6
<PAGE>
--------------------------------------------------------------------------------
IMPORTANT--SIGN HERE
STOCKHOLDER: SIGN HERE AND COMPLETE
SUBSTITUTE FORM W-9
______________________________________________________________________________
______________________________________________________________________________
Signature(s) of Owner(s)
Dated: ______________, 2000
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
the Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the necessary
information. (SEE INSTRUCTION 5.)
Name(s): _____________________________________________________________________
______________________________________________________________________________
(Please Print)
Capacity (Full Title): _______________________________________________________
Address: _____________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: ______________________________________________
Tax Identification or Social Security No: ____________________________________
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: ________________________________________________________
Name (Please Print): _________________________________________________________
Title: _______________________________________________________________________
Name of Firm: ________________________________________________________________
Address: _____________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: ______________________________________________
Dated: ______________, 2000
------------------------------------------------------------------------------
7
<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 (i) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered herewith (which term, for purposes
of this document, includes any participant in the Book-Entry Transfer Facility's
system whose name appears on a security position listing as the owner of
Shares), unless such holder(s) has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on the
inside front cover hereof or (ii) if such Shares are tendered for the account of
a firm that is a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing of the Securities Transfer
Agent's 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. See Instruction 5. If the
Certificates are registered in the name of a person other than the signer of
this Letter of Transmittal or if payment is to be made or Certificates not
tendered or not accepted for payment are to be returned to a person other than
the registered holder of the Certificates tendered, then the tendered
Certificates must be endorsed or accompanied by duly executed stock powers, in
either case signed exactly as the name or names of the registered owner or
owners appear on the Certificates, with the signatures on the Certificates or
stock powers guaranteed by an Eligible Institution as provided in this Letter of
Transmittal. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used either if Certificates are to be forwarded herewith
or, unless an Agent's Message is utilized, if tenders are to be made pursuant to
the procedures for tender by book-entry transfer set forth in Section 3 of the
Offer to Purchase. Certificates, or timely confirmation of a book-entry transfer
(a "Book-Entry Confirmation") of such Shares into the Depositary's account at
the Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a
manually signed facsimile hereof), properly completed and duly executed, 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 herein prior to the Expiration Date. Stockholders whose Certificates are
not immediately available or who cannot deliver their Certificates and all other
required documents to the Depositary prior to the Expiration Date or who cannot
complete the procedures for delivery by book-entry transfer on a timely basis
may tender their Shares by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in
Section 3 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 Purchaser, must be received by the Depositary on or prior to the
Expiration Date; and (iii) the Certificates (or a Book-Entry Confirmation)
representing all tendered Shares, in proper form for transfer together with a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile hereof), with any required signature guarantees (or, in the case of a
book-entry delivery, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary within three
Nasdaq trading days after the date of execution of such Notice of Guaranteed
Delivery. A "trading day" is any day on which The Nasdaq Stock Market, Inc.'s
Nasdaq National Market is open for business. If Certificates are forwarded
separately to the Depositary, a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile hereof) must accompany each such
delivery.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and Purchaser may
enforce such agreement against the participant.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS 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.
8
<PAGE>
No alternative, conditional or contingent tenders will be accepted. All
tendering stockholders, by execution of this Letter of Transmittal or manually
signed facsimile hereof, waive any right to receive any notice of the acceptance
of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
Certificate numbers and/or the number of Shares and any other required
information should be listed on a separate schedule attached hereto and
separately signed on each page thereof in the same manner as this Letter of
Transmittal is signed.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares evidenced by any Certificate submitted
are to be tendered, fill in the number of Shares that are to be tendered in the
boxes entitled "Number of Class A Shares Tendered" and "Number of Class B Shares
Tendered," respectively. In such case, new Certificate(s) for the remainder of
the Shares that were evidenced by your old Certificate(s) will be sent to you,
unless otherwise provided in the appropriate box marked "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by 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 Certificate(s) 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 on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of Certificates.
If this Letter of Transmittal or any Certificates or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to
Purchaser of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and transmitted hereby, no endorsements of Certificates or
separate stock powers are required unless payment is to be made to or
Certificates for Shares not tendered or purchased are to be issued in the name
of a person other than the registered owner(s). Signatures on such 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 owner(s) of the Shares listed, the Certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered owner(s) appear(s) on the Certificates.
Signatures on such Certificates or stock powers must be guaranteed by an
Eligible Institution.
6. STOCK TRANSFER TAXES. Except as otherwise set forth in this Instruction
6, Purchaser will pay or cause to be paid any stock transfer taxes with respect
to the transfer and sale 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
Certificates 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
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) or such person) payable on account
of the transfer to such person will be deducted from the purchase price received
by such holder(s) pursuant to this Offer (i.e., such purchase price will be
reduced) unless satisfactory evidence of the payment of such taxes or exemption
therefrom is submitted.
9
<PAGE>
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of and/or Certificates for unpurchased Shares are to be returned to
a person other than the signer of this Letter of Transmittal or if a check is to
be sent and/or such Certificates are to be returned to someone other than the
signer of this Letter of Transmittal or to an address other than that shown on
the front cover hereof, the appropriate boxes on this Letter of Transmittal
should be completed. Book-Entry Stockholders may request that Shares not
purchased be credited to such account maintained at the Book-Entry Transfer
Facility as such Book-Entry Stockholder may designate herein. If no such
instructions are given, such Shares not purchased will be returned by crediting
the account at the Book-Entry Transfer Facility designated above. See
Instruction 1.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Information Agent at its address set forth below.
Requests for additional copies of the Offer to Purchase and this Letter of
Transmittal may be directed to the Information Agent, the Dealer Manager or to
brokers, dealers, commercial banks or trust companies. Such materials will be
furnished at Purchaser's expense.
9. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by
Purchaser (subject to certain limitations in the Merger Agreement (as defined in
the Offer to Purchase)), in whole or in part, at any time or from time to time,
in Purchaser's sole discretion.
10. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax law, a stockholder whose tendered Shares are accepted for payment is
required to provide the Depositary with such stockholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the Depositary is
not provided with the correct TIN, or an adequate basis for exemption, the
Internal Revenue Service may subject the stockholder or other payee to a $50
penalty, and the gross proceeds of any payments that are made to such
stockholder or other payee with respect to Shares purchased pursuant to the
Offer may be subject to 31% backup withholding.
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, the stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" (the "W-9 Guidelines").
If backup withholding applies, the Depositary is required to withhold 31% of
any such payments made to the stockholder or other payee. 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.
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing a Substitute Form W-9 certifying (i) that the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), and
(ii) that (a) such stockholder is exempt from backup withholding, (b) 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 (c) the Internal Revenue Service has notified such
stockholder that such stockholder is no longer subject to backup withholding.
10
<PAGE>
Exempt stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt
stockholder must enter its correct TIN in Part 1 of Substitute Form W-9, write
"Exempt" in Part 2 of such form and sign and date the form. See the enclosed W-9
Guidelines for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, such person must submit a completed
Form W-8, "Certificate of Foreign Status" signed under penalties of perjury
attesting to such exempt status. Such forms may be obtained from the Information
Agent.
If you do not have a TIN, consult the W-9 Guidelines for instructions on
applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of
the Substitute Form W-9, and sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set forth herein. If you
do not provide your TIN to the Depositary within 60 days, backup withholding
will begin and continue until you furnish your TIN to the Depositary. NOTE:
WRITING "APPLIED FOR" ON THE FORM MEANS THAT YOU HAVE ALREADY APPLIED FOR A TIN
OR THAT YOU INTEND TO APPLY FOR ONE IN THE NEAR FUTURE.
The stockholder is required to give the Depositary the TIN of the record
owner of the Shares or of the last transferee appearing on the transfers
attached to, or endorsed on, the Shares. If the Shares are in more than one name
or are not in the name of the actual owner, consult the enclosed W-9 Guidelines
for additional guidance on which number to report.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary. The stockholder 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 or destroyed Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (A MANUALLY SIGNED FACSIMILE COPY HEREOF)
OR AN AGENT'S MESSAGE TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR
TO THE EXPIRATION DATE.
11
<PAGE>
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS OF SECURITIES
(SEE INSTRUCTION 9)
<TABLE>
<C> <S> <C>
------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: EQUISERVE, L.P.
------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT TIN ---------------
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING (Social Security Number
DEPARTMENT OF THE BELOW. or Employer
TREASURY INTERNAL Identification Number)
REVENUE SERVICE
---------------------------------------------------------------------------
PART 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
(SEE INSTRUCTIONS)
PAYER'S REQUEST FOR
TAXPAYER'S IDENTIFICATION
NUMBER ("TIN")
AND CERTIFICATION
-------------------------------------------------------------------
PART 3--CERTIFICATIONS--UNDER PENALTIES OF PERJURY. I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and (2) I am not
subject to backup withholding either because: (a) I am exempt from backup
withholding; or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of
failure to report all interest or dividends; or (c) the IRS has notified me
that I am no longer subject to backup withholding.
Signature Date
------------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN PART 1 OF 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 (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number to the payer within
60 days, 31% of all reportable payments made to me will be withheld.
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. PLEASE REVIEW THE
ENCLOSED W-9 GUIDELINES FOR ADDITIONAL DETAILS.
12
<PAGE>
MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL, PROPERLY
COMPLETED AND DULY EXECUTED, WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL,
CERTIFICATES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY
EACH STOCKHOLDER OF BERINGER OR HIS 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:
EQUISERVE, L.P.
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND: BY OVERNIGHT CARRIER:
Equiserve, L.P. Securities Transfer & Reporting Services, Inc. Equiserve, L.P.
Attn: Corporate Actions c/o Equiserve, L.P. Mail Stop 45-01-40
P.O. Box 8029 100 William Street, Galleria 150 Royall Street
Boston, MA 02266-8029 New York, NY 10038 Canton, MA 02021
BY FACSIMILE TRANSMISSION:
(781) 575-2233
FOR INFORMATION TELEPHONE:
(781) 575-3400
(Call Collect)
</TABLE>
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
listed below. Additional copies of the Offer to Purchase, the Letter of
Transmittal and other offer materials may be obtained from the Information Agent
or the Dealer Manager as set forth below, and will be furnished promptly at
Purchaser's expense. You may also contact your broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
[email protected]
(212) 929-5500 (CALL COLLECT)
OR
TOLL FREE (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
UBS WARBURG LLC
299 Park Avenue
New York, NY 10171
Call Collect: (212) 821-5382
