<PAGE> 1
EXHIBIT (a)(1)(b)
LETTER OF TRANSMITTAL
TO TENDER SHARES
OF
13 7/8% SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK,
PAR VALUE $0.01 PER SHARE
OF
R&B FALCON CORPORATION
AT
$1,300.00 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 27, 2000
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON WEDNESDAY, NOVEMBER 29, 2000, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
--------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand Delivery:
59 Maiden Lane (for Eligible Institutions 59 Maiden Lane
New York, New York 10038 only) New York, New York 10038
Attention: Reorganization (718) 234-5001 Attention: Reorganization
Department Department
</TABLE>
Telephone Assistance:
(718) 921-8200
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 4)
------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) TENDERED CERTIFICATE(S)
APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES
REPRESENTED BY NUMBER OF
CERTIFICATE SHARE SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL SHARES
------------------------------------------------------------------------------------------------------------
* NEED NOT BE COMPLETED BY STOCKHOLDERS TENDERING BY BOOK-ENTRY TRANSFER.
** UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES REPRESENTED BY ANY CERTIFICATE DELIVERED
TO THE DEPOSITARY ARE BEING TENDERED. SEE INSTRUCTION 4.
------------------------------------------------------------------------------------------------------------
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER SHOULD BE READ CAREFULLY BEFORE
THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to an account maintained by the Depositary at the Depository
Trust Company (hereinafter referred to as the "Book-Entry Transfer Facility"),
pursuant to the procedures set forth in the Offer to Purchase
<PAGE> 2
(defined below) under the caption "The Offer -- 2. Procedure for Tendering
Shares". Stockholders who deliver Shares by book-entry transfer are referred to
herein as "Book-Entry Stockholders" and other stockholders are referred to
herein as "Certificate Stockholders."
Stockholders whose certificates are not immediately available or who cannot
deliver their Shares and all other documents required hereby to the Depositary
or complete the procedures for book-entry transfer prior to the Expiration Date
must tender their Shares according to the guaranteed delivery procedure set
forth in the Offer to Purchase under the caption "The Offer -- 2. Procedure for
Tendering Shares." See Instruction 2.
DELIVERY OF DOCUMENTS TO THE COMPANY OR TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
[ ] CHECK HERE IF TENDERED 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 (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
----------------------------------------------------------------------
Account No.:
----------------------------------------------------------------------------
Transaction Code No.:
-------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owners:
-------------------------------------------------------------------
Window Ticket Number (if any):
-------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
--------------------------------------------
Name of Institution which Guaranteed Delivery:
--------------------------------------------------
If Delivered by Book-Entry Transfer:
---------------------------------------------------------------
Name of Tendering Institution:
----------------------------------------------------------------------
Account No.:
----------------------------------------------------------------------------
Transaction Code No.:
-------------------------------------------------------------------------------
(Boxes above for use by Eligible Institutions only)
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to R&B Falcon Corporation, a Delaware
corporation (the "Company"), the above-described shares of the Company's 13 7/8%
Senior Cumulative Redeemable Preferred Stock, $0.01 par value, (the "Shares"),
pursuant to the Company's offer to purchase all outstanding Shares at a price of
$1,300.00 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated October 27, 2000 (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 the Company reserves the right to transfer or
assign, in whole or in part from time to time, to one or more of its affiliates
the right to purchase Shares tendered pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), effective upon
<PAGE> 3
acceptance for payment of and payment for the Shares tendered herewith, the
undersigned hereby sells, assigns and transfers all right, title and interest in
and to all the Shares that are being tendered hereby, and irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver certificates for such Shares, or
transfer ownership of such Shares on the account books maintained by the
Book-Entry Transfer Facility, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of the Company,
upon receipt by the Depositary, as the undersigned's agent, of the purchase
price (adjusted, if appropriate, as provided in the Offer to Purchase), (ii)
present certificates for such Shares for cancellation and transfer on the
Company's books and (iii) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Shares, all in accordance with the terms of the
Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered
Shares and that, when the same are accepted for payment by the Company, the
Company will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, claims, charges and encumbrances, conditional
sales agreements or other obligations relating to the sale or transfer thereof,
and the same will not be subject to any adverse claims. The undersigned will,
upon request, execute any signature guarantees or additional documents deemed by
the Depositary or the Company to be necessary or desirable to complete the sale,
assignment and transfer of the tendered Shares.
All authority conferred or agreed to be conferred in this 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.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in the Offer to Purchase under the caption "The
Offer -- 2. Procedure for Tendering Shares" and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company, when
accepted by the Company, 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, the Company may not be required to accept for payment any
of the tendered Shares. The Company's acceptance for payment of Shares pursuant
to the Offer will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price of any Shares purchased, and/or
return any certificates for Shares not tendered or accepted for payment, in the
name(s) of the registered holder(s) appearing under "Description of Shares
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of any Shares
purchased, and/or any certificates for Shares not tendered or accepted for
payment (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "Description of Shares Tendered." In the
event that both the "Special Delivery Instructions" and the "Special Payment
Instructions" are completed, please issue the check for the purchase price of
any Shares purchased, and/or return any certificates for Shares not tendered or
accepted for payment in the name(s) of, and mail said check and/or any
certificates to, the person or persons so indicated. In the case of a book-entry
delivery of Shares, please credit the account maintained at the Book-Entry
Transfer Facility indicated above with any Shares not accepted for payment. The
undersigned recognizes that the Company has no obligation pursuant to the
Special Payment Instructions to transfer any Shares from the name of the
registered holder(s) thereof if the Purchaser does not accept for payment any of
the Shares so tendered.
<PAGE> 4
------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if a certificate for Shares 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.
Issued: [ ] check: [ ] certificate(s) to:
Name:
----------------------------------------------
(PLEASE PRINT)
Address:
-------------------------------------------
------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
[ ] Credit unpurchased Shares tendered by book-entry transfer to the Book-
Entry Transfer Facility account set forth below:
------------------------------------------------------
(ACCOUNT NUMBER)
------------------------------------------------------
------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if a certificate for Shares 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.
Send: [ ] check: [ ] certificate(s) to:
Name:
-----------------------------------------------------------------------------
(PLEASE PRINT)
Address:
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(INCLUDE ZIP CODE)
-----------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
-----------------------------------------------------------------------------
<PAGE> 5
STOCKHOLDERS SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNERS(S))
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
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 trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or any other person acting in a fiduciary or
representative capacity, please set forth full title below. See Instruction 5.)
Dated: -------------------------------------------------------------------------
Name(s) ------------------------------------------------------------------------
--------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title)
--------------------------------------------------------------
Address ------------------------------------------------------------------------
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number ( )--------------------------------------------
Taxpayer Identification Number or Social Security Number
--------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
-------------------------------------------------------------
Name --------------------------------------------------------------------------
--------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm--------------------------------------------------------------------
Address ------------------------------------------------------------------------
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:-------------------------------------------------
Dated --------------------------------------------------------------------------
<PAGE> 6
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS FOR THE TENDER OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this 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 Signature Guarantee
Program or the Stock Exchange Medallion Program (each an "Eligible Institution,"
and collectively, "Eligible Institutions"). No signature guarantee is required
on this Letter of Transmittal (i) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in a Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) of Shares tendered herewith,
unless such holder(s) have completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" in this Letter
of Transmittal or (ii) if such Shares are tendered for the account of an
Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by stockholders either
if certificates for Shares are to be forwarded herewith or if a tender of Shares
is to be made pursuant to the procedures for delivery by book-entry transfer set
forth in the Offer to Purchase under the caption "The Offer -- 2. Procedure for
Tendering Shares." For Shares to be validly tendered pursuant to the Offer,
either (i) a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), together with any required signature
guarantees, or in the case of a book-entry transfer for which acceptance is
being electronically transmitted through the Automated Tender Offer Program, an
Agent's Message (as defined in the Offer to Purchase), and any other required
documents, must be received by the Depositary at one of the Depositary's
addresses set forth herein prior to the Expiration Date and either certificates
for tendered Shares must be received by the Depositary at one of such addresses
or such Shares must be delivered pursuant to the procedures for book-entry
transfer (and a book-entry confirmation received by the Depositary), in each
case, prior to the Expiration Date, or (ii) the tendering stockholder must
comply with the guaranteed delivery procedure set forth below.
Stockholders whose certificates for Shares are not immediately available,
who cannot complete the procedures for book-entry transfer on a timely basis or
who cannot deliver all required documents to the Depositary prior to the
Expiration Date, may tender their Shares pursuant to the guaranteed delivery
procedures set forth in the Offer to Purchase under the caption "The Offer -- 2.
Procedure for Tendering Shares." Pursuant to such procedures, (i) such tender
must be made by or through an Eligible Institution, (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form
provided by the Purchaser (or a manually signed facsimile thereof), must be
received by the Depositary prior to the Expiration Date, and (iii) the
certificates for (or a book-entry confirmation with respect to) such Shares,
together with this properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message, and
any other required documents are received by the Depositary within three trading
days after the date of execution of such Notice of Guaranteed Delivery, all as
provided in the Offer to Purchase under the caption "The Offer -- 2. Procedure
for Tendering Shares." A "trading day" is any day on which the New York Stock
Exchange, Inc. is open for business. The Notice of Guaranteed Delivery may be
delivered by hand to the Depositary or transmitted by telegram, facsimile
transmission or mail to the Depositary and must include a guarantee by an
Eligible Institution in the form set forth in such Notice of Guaranteed
Delivery.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
<PAGE> 7
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. The
Company will purchase fractional Shares. All tendering stockholders, by
execution of this Letter of Transmittal (or a manually signed facsimile
thereof), 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 should be listed on a separate
schedule attached hereto.
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE STOCKHOLDERS ONLY). If fewer
than all the Shares evidenced by any 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 case, new certificate(s) for the remainder
of the Shares that were evidenced by the old certificate(s) will be sent to the
registered holder(s), unless otherwise provided in the appropriate box on this
Letter of Transmittal, as soon as practicable after the expiration or
termination of the Offer. 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 with the name(s) as written on
the face of the certificate(s) without 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 the 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 or certificates for Shares not
tendered or accepted for payment are to be issued to a person other than the
registered owner(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares tendered hereby, the certificates evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered owner(s)
appear(s) on the certificates for such Shares. Signatures on such certificates
or stock powers must be guaranteed by an Eligible Institution. See Instruction
1.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Company will pay, or cause to be paid, any stock transfer taxes with respect to
the transfer and sale of Shares to it or its assignee pursuant to the Offer. If,
however, payment of the purchase price is to be made to, or if certificates for
Shares not tendered or accepted for payment are to be registered in the name of,
any persons 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 or such person) 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.
<PAGE> 8
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 Shares not accepted for payment 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 a person
other than the signer of this Letter of Transmittal or to an address other than
that shown above, the appropriate boxes on this Letter of Transmittal should be
completed. Any stockholder tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such stockholder at the Book-Entry Transfer Facility from which such transfer
was made.
8. IRREGULARITIES. All questions as to the purchase price, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by the Company, in its
sole discretion, and its determination shall be final and binding. The Company
reserves the absolute right to reject any or all tenders of Shares that it
determines are not in proper form or the acceptance for payment of or payment
for Shares that may, in the opinion of the Company's counsel, be unlawful. The
Company also reserves the absolute right to waive any of the conditions to the
Offer or any defect or irregularity in any tender of Shares. The Company's
interpretation of the terms and conditions of the Offer (including these
instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Company shall determine. None of the Company, the Depositary, or any other
person shall be under any duty to give notice of any defect or irregularity in
tenders, nor shall any of them incur any liability for failure to give any such
notice. Tenders will not be deemed to have been made until all defects and
irregularities have been cured or waived.
9. SUBSTITUTE FORM W-9. The tendering stockholder (or other payee) is
required, unless an exemption applies, to provide the Depositary with a correct
Taxpayer Identification Number ("TIN"), generally the stockholder's social
security or federal employer identification number, and with certain other
information, on a 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 the stockholder (or other payee) is not subject to backup
withholding. If a tendering stockholder is subject to backup withholding, he or
she must cross out item 2 of the Certification Box on Substitute Form W-9 before
signing such Form. Failure to furnish the correct TIN on the Substitute Form W-9
may subject the tendering stockholder (or other payee) to a $50 penalty imposed
by the Internal Revenue Service and payments of cash to the tendering
stockholder (or other payee) pursuant to the Offer may be subject to backup
withholding of 31%. 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, he
or she should write "Applied For" in the space provided for the TIN in Part 1,
sign and date the Substitute Form W-9 and sign and date the Certificate of
Awaiting Taxpayer Identification Number. If "Applied For" is written in Part 1
and the Depositary is not provided with a TIN by the time of payment, the
Depositary will withhold 31% of all such payments for surrendered Shares
thereafter until a TIN is provided to the Depositary.
10. LOST OR DESTROYED CERTIFICATES. If any certificate(s) representing
Shares has been lost or destroyed, the stockholder should contact American Stock
Transfer and Trust Company for instructions regarding the procedure to be
followed in order to replace the certificate(s). This Letter of Transmittal and
related documents cannot be processed until procedures for replacing lost or
destroyed certificates have been followed.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent at the location and telephone numbers set
forth below.
<PAGE> 9
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE COPY
THEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, AND CERTIFICATES, OR
A BOOK-ENTRY CONFIRMATION, FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED DELIVERY (OR A MANUALLY
SIGNED FACSIMILE COPY THEREOF) MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR
TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder surrendering Shares must,
unless an exemption applies, provide the Depositary (as payor) with his or her
correct TIN on the Substitute Form W-9 included in this Letter of Transmittal.
If the stockholder is an individual, his or her TIN is his or her social
security number. If the correct TIN is not provided, the stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service and payments of
cash to the tendering stockholder (or other payee) pursuant to the Offer may be
subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding. In
order for an exempt foreign stockholder to avoid backup withholding, that person
should complete, sign and submit a Form W-8, Certificate of Foreign Status,
signed under penalties of perjury, attesting to his or her exempt status. A Form
W-8 can be obtained from the Depositary. Exempt stockholders, other than foreign
stockholders, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 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.
If backup withholding applies, the Depositary is required to withhold 31%
of any payment made to payee. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons 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 Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
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 his correct TIN (or the TIN of any other
payee) by completing the Substitute Form W-9 included in this Letter of
Transmittal certifying (i) that the TIN provided on the Substitute Form W-9 is
correct (or that such stockholder is awaiting a TIN), and (ii) that the
stockholder is not subject to backup withholding because (a) the stockholder has
not been notified by the Internal Revenue Service that the stockholder is
subject to backup withholding as a result of a failure to report all interest
and dividends or (b) the Internal Revenue Service has notified the stockholder
that the stockholder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN, generally the
social security number or employer identification number, of the record owner(s)
of the Shares. 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, he or
she should write "Applied For" in the space provided for the TIN in Part 1, sign
and date the Substitute Form W-9 and sign and date the Certificate of Awaiting
Taxpayer Identification Number, which appears in a separate box below the
Substitute Form W-9. If "Applied For" is written in Part 1 and the Depositary is
not provided with a TIN by the time of payment, the
<PAGE> 10
Depositary will withhold 31% of all payments of the purchase price until a TIN
is provided to the Depositary.
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
PAYER'S NAME:
--------------------------------------------------------------------------------------------------------------
SUBSTITUTE ----------------------------
FORM W-9 PART 1 -- PLEASE PROVIDE YOUR TIN IN THE Social Security Number(s)
BOX AT THE RIGHT AND CERTIFY BY
(SEE INSTRUCTION 9) SIGNING AND DATING BELOW. OR
Please fill in your name and ----------------------------
address below. Employer Identification
Number(s)
------------------------------------------------------------------------------
PART 2 -- Certification -- Under Penalties of PART 3 -- Awaiting TIN [ ]
--------------------------- Perjury, I certify that:
Name -----------------------------
(1) The number shown on the form is my correct PART 4 -- For Payee Exempt
Taxpayer Identification Number (or I am from Backup Withholding
--------------------------- waiting for a number to be issued to me)
Address (number and street) and Exempt [ ]
(2) I am not subject to backup withholding
--------------------------- because (a) I am exempt from backup
City, State and Zip Code withholding, or (b) I have not been
notified by the Internal Revenue Service
DEPARTMENT OF THE TREASURY ("IRS") that I am subject to backup
INTERNAL REVENUE SERVICE withholding as a result of failure to
report all interest or dividends, or (c)
PAYER'S REQUEST FOR the IRS has notified me that I am no longer
TAXPAYER IDENTIFICATION subject to backup withholding.
NUMBER
------------------------------------------------------------------------------
CERTIFICATE INSTRUCTIONS -- You must cross out Item (2) in Part 2 above if
you have been notified by the IRS that you are currently subject to backup
withholding because of under reporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject to
backup withholding, you received another notification from the IRS stating
that you are no longer subject to backup withholding, do not cross out Item
(2). If you are exempt from backup withholding, check the box in Part 4
above.
SIGNATURE --------------------------------- DATE ----------------------------
--------------------------------------------------------------------------------------------------------------
</TABLE>
WITHHOLDING ON FOREIGN STOCKHOLDERS. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign stockholder or its agent unless (A) the Depositary
determines that a reduced rate of withholding is available pursuant to a tax
treaty or that an exemption from withholding is applicable because such gross
proceeds are effectively connected with the conduct of a trade or business in
the United States or (B) the foreign stockholder establishes to the satisfaction
of the Company and the Depositary that the sale of Shares by such foreign
stockholder pursuant to the Offer will qualify as a "sale or exchange," rather
than as a distribution taxable as a dividend, for United States federal income
tax purposes (see Section 6 of the Offer to Purchase). For this purpose, a
foreign stockholder is any stockholder that is not (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States, any State or any political
subdivision thereof, (iii) an estate, the income of which is subject to United
States federal income taxation regardless of the source of such income or (iv) a
trust the administration of which a court within the United States is able to
exercise primary supervision and all substantial decisions of which one or more
United States persons have the authority to control. In order to obtain a
reduced rate of withholding pursuant to a tax treaty, a foreign stockholder must
deliver to the Depositary a properly completed IRS Form 1001. In order to obtain
an exemption from withholding on the grounds that the gross proceeds paid
pursuant to the Offer are effectively connected with the conduct of a trade or
business within the United States, a foreign stockholder must deliver to the
Depositary a properly completed IRS Form 4224. The Depositary will determine a
stockholder's status as a foreign stockholder and
<PAGE> 11
eligibility for a reduced rate of, or an exemption from, withholding by
reference to outstanding certificates or statements concerning eligibility for a
reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form
4224) unless facts and circumstances indicate that such reliance is not
warranted. A foreign stockholder may be eligible to obtain a refund of all or a
portion of any tax withheld if such stockholder meets the "complete redemption"
or "not essentially equivalent to a dividend" test described in Section 6 of the
Offer to Purchase or is otherwise able to establish that no tax or a reduced
amount of tax is due. Each foreign stockholder is urged to consult its tax
advisor regarding the application of United States federal income tax
withholding, including eligibility for a withholding tax reduction or exemption
and refund procedures.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
THE SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and other tender offer materials may be directed
to the Information Agent at the location and telephone numbers set forth below:
THE INFORMATION AGENT FOR THE OFFER IS:
Georgeson Shareholder Communications, Inc.
17 State Street, 10th Floor
New York, New York 10004
Call Collect (212) 440-9800
Call Toll Free (800) 223-2064
THE JOINT DEALER MANAGERS FOR THE TENDER OFFER ARE:
<TABLE>
<S> <C>
Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated
Liability Management Group Liability Management Group
85 Broad Street 1585 Broadway, Second Floor
New York, New York 10004 New York, New York 10036
Call Toll Free (800) 828-3182 Call Toll Free (800) 624-1808
</TABLE>
