<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
HOLT'S CIGAR HOLDINGS, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 14, 2000
OF
HCH ACQUISITION CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, DECEMBER 14, 2000, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(FOR ELIGIBLE INSTITUTIONS ONLY)
BY MAIL, BY HAND OR OVERNIGHT DELIVERY:
2 Broadway, 19th Floor
New York, NY 10004
(212) 509-4000 x535
BY FACSIMILE:
(212) 616-7610
For confirmation telephone:
(212) 509-4000 x535
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN
AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED AND COMPLETE THE SUBSTITUTE
W-9 FORM PROVIDED BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<TABLE>
<CAPTION>
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES NUMBER
SHARE REPRESENTED BY OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL SHARES
------------------------------------------------------------------------------------------------------------------------
(1) Need not be completed by stockholders delivering book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented by Share certificates delivered to the
Depositary are being tendered. See Instruction 4.
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</TABLE>
<PAGE> 2
This Letter of Transmittal is to be completed by stockholders of Holt's
Cigar Holdings, Inc. if certificates for Shares (as such term is defined below)
are to be forwarded herewith or, unless an Agent's message (as defined in
Instruction 2 below) is utilized, if tenders of Shares are to be made by
book-entry transfer to the account maintained by the Continental Stock Transfer
& Trust Company as Depositary (the "Depositary") at a Book-Entry Transfer
Facility (as defined in and pursuant to the procedures set forth in "THE OFFER,
Section 3 -- Procedure for Tendering Shares" of the Offer to Purchase).
Stockholders who deliver Shares by book-entry transfer are referred to herein as
"Book-Entry Stockholders" and other stockholders who deliver shares are referred
to herein as "Certificate Stockholders."
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation (as
defined in "THE OFFER, Section 3 -- Procedure for Tendering Shares" of the Offer
to Purchase) with respect to, their Shares and all other documents required
hereby to the Depositary on or prior to the Expiration Date (as defined in "THE
OFFER, Section 1 -- Terms of the Offer" of the Offer to Purchase) or who cannot
comply with the book-entry transfer on a timely basis may nevertheless tender
their Shares pursuant to the guaranteed delivery procedures set forth in "THE
OFFER, Section 3 -- Procedure for Tendering Shares" of the Offer to Purchase.
See Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES
NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
SPECIAL TENDER INSTRUCTIONS
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE
ACCOUNTS 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 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
(PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):
Name(s) of Registered Owner(s):
----------------------------------------------------------------------------
Window Ticket Number (if any):
----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
----------------------------------------------------------------------------
IF DELIVERY IS BY BOOK-ENTRY TRANSFER:
Name of Institution which Guaranteed Delivery:
----------------------------------------------------------------------------
Account Number:
----------------------------------------------------------------------------
Transaction Code Number:
----------------------------------------------------------------------------
[ ] CHECK HERE IF TENDER IS BEING MADE PURSUANT TO LOST OR MUTILATED
SECURITIES. SEE INSTRUCTION 10.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
2
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby tenders to HCH Acquisition Corp. ("Purchaser"), a
Delaware corporation, the above-described shares of common stock, par value
$0.001 per share (the "Shares"), of Holt's Cigar Holdings, Inc., a Delaware
corporation (the "Company"), pursuant to Purchaser's offer to purchase
outstanding Shares at a price of $5.50 per Share, net to the seller in cash,
without interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 14, 2000, receipt
of which is hereby acknowledged and in this Letter of Transmittal (which,
together with any amendments or supplements thereto or hereto, collectively
constitute the "Offer"). The undersigned understands that Purchaser reserves the
right to transfer or assign, in whole at any time, or in part from time to time,
to one or more of its affiliates, the right to purchase all or any portion of
the Shares tendered pursuant to the Offer, but the undersigned further
understands that any such transfer or assignment will not relieve Purchaser of
its obligations under the Offer and will in no way prejudice the rights of
tendering stockholders to receive payment for Shares validly tendered and
accepted for payment 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 of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, Purchaser all right, title and interest in
and to all the Shares that are being tendered hereby and any and all non-cash
dividends, distributions, rights, other Shares or other securities issued or
issuable in respect thereof on or after November 10, 2000 (collectively,
"Distributions") and irrevocably constitutes and appoints Continental Stock
Transfer & Trust Company ("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 (a) deliver
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 such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (b) present such Shares and all Distributions for transfer on the
books of the Company, and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares and all Distributions, all in
accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints the designees of the 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-in-fact and proxy or any substitute thereof shall deem proper in the
sole discretion of such attorney-in-fact and proxy or such substitute, and
otherwise act (including pursuant to written consent) with respect to all of the
Shares tendered hereby and all Distributions which have been accepted for
payment by the Purchaser prior to the time of such vote or action, which the
undersigned is entitled to vote at any meeting of the stockholders (whether
annual or special and whether or not an adjourned meeting). This proxy and power
of attorney is coupled with an interest in the Shares and is irrevocable and is
granted in consideration of, and is effective upon, the acceptance for payment
of such Shares and all Distributions by the Purchaser in accordance with the
terms of the Offer. Such acceptance for payment shall revoke any other power of
attorney, proxy and consent granted by the undersigned at any time with respect
to such Shares and all Distributions and no subsequent powers of attorney,
proxies, consents or revocations will be given (or, if given, will not be deemed
effective) with respect thereto by the undersigned. The undersigned understands
that in order for the Shares to be validly tendered pursuant to the Offer,
immediately upon the Purchaser's acceptance of such Shares and all Distributions
for payment the Purchaser or its designee must be able to exercise full voting
rights with respect to such Shares and all Distributions including, without
limitation, voting at any meeting of the stockholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares and all
Distributions tendered hereby, 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 claims. The undersigned will, upon
request, 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 and all Distributions tendered hereby. In addition, the
undersigned shall remit and transfer promptly to the Depositary for the account
of Purchaser any and 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, Purchaser shall be
entitled to all rights and privileges as owner of
3
<PAGE> 4
any such Distributions and may withhold the entire purchase price or deduct from
such purchase price, the amount or value thereof, as determined by Purchaser in
its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and such authority shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned. All obligations of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Subject to the withdrawal rights set forth in "THE OFFER, Section
4 -- Withdrawal Rights" of the Offer to Purchase, the tender of Shares hereby
made is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in "THE OFFER, Section 3 -- Procedure for Tendering
Shares" of the Offer to Purchase and in the instructions hereto will constitute
the undersigned's acceptance of the terms and conditions of the Offer. The
Purchaser's acceptance for payment of such Shares 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 of all Shares purchased and/or return any certificates
for Shares not tendered or not accepted for payment in the name(s) of the
registered holder(s) appearing above under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price of all Shares purchased and/or
return any certificates for Shares not tendered or not 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
the boxes entitled Special Payment Instructions and Special Delivery
Instructions are both completed, please issue the check for the purchase price
and/or issue any certificates evidencing Shares not tendered or not accepted for
payment in the name(s) of, and deliver said check and/or return any such
certificates to, the person(s) so indicated. 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 the Shares so tendered.
4
<PAGE> 5
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares accepted
for payment is to be issued in name of someone other than the undersigned and/or
if certificates for Shares not tendered or not accepted for payment are to be
issued in the name of someone other than the undersigned.
Issue check and/or Share certificate(s) to:
Name
----------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------
------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
Credit unpurchased shares delivered by book-entry transfer to the Book-Entry
Facility account set forth below:
------------------------------------------------------
(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares accepted
for payment is to be sent to someone other than the undersigned or to the
undersigned at an address other than that shown above.
Mail check and/or Share certificates to:
Name
----------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------
------------------------------------------------------
(INCLUDE ZIP CODE)
5
<PAGE> 6
HOLDER(S) SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SIGNATURE(S) OF HOLDER(S)
Dated:
--------------------------- , 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted with this Letter of Transmittal. If signature is by trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.)
Name(s) ------------------------------------------------------------------------
--------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm
---------------------------------------------------------------------
Capacity (full title)
-----------------------------------------------------------------
Address-------------------------------------------------------------------------
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-----------------------------------------------------
Taxpayer Identification or Social Security Number
-------------------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
----------------------------------------------------------------
Name(s) ------------------------------------------------------------------------
--------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Title---------------------------------------------------------------------------
Name of Firm
---------------------------------------------------------------------
Address-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-----------------------------------------------------
Dated
--------------------------- , 2000
6
<PAGE> 7
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE 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 Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each, an "Eligible
Institution"). No signature guarantee is required on this Letter of Transmittal
(a) if this Letter of Transmittal is signed by the registered holder(s) of
Shares (which term, for purposes of this Section, includes any participant in
any of the Book-Entry Transfer Facilities' systems whose name appears on a
security position listing as the owner of the Shares) tendered herewith and such
registered holder(s) have not completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on the Letter
of Transmittal or (b) if such Shares are tendered for the account of an Eligible
Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used either if Share
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 "THE OFFER, Section 3 -- Procedure for
Tendering Shares" of the Offer to Purchase. Share certificates evidencing all
physically tendered Shares or confirmation of any book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of Shares tendered by
book-entry transfer, as well as this Letter of Transmittal or facsimile thereof,
properly completed and duly executed with any required signature guarantees or
an Agent's Message 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 for Shares 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 or who cannot complete the
procedures for book-entry transfer on a timely basis may nevertheless tender
their Shares by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth in "THE OFFER,
Section 3 -- Procedure for Tendering Shares" of the Offer to Purchase. Pursuant
to such procedure: (i) such tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by Purchaser, must be received by
the Depositary on or prior to the Expiration Date and (iii) the Share
certificates or confirmation of any book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility of Shares tendered by book-entry
transfer, as well as a Letter of Transmittal, properly completed and duly
executed with any required signature guarantees (or a facsimile thereof,
properly completed and duly executed with any required signature guarantees or
an Agent's Message), and all other documents required by this Letter of
Transmittal must be received by the Depositary within three trading days after
the date of execution of such Notice of Guaranteed Delivery. A "trading day" is
any day on which the Nasdaq National Market is open for business.
If Share certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal (or
facsimile hereof) must accompany each such delivery.
THE METHOD OF DELIVERY OF THE 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. THE 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
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 executing
this Letter of Transmittal or facsimile thereof, waive any right to receive any
notice of acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the Share
certificate numbers with respect to such Shares should be listed on a separate
schedule and attached hereto.
4. PARTIAL TENDERS. (APPLICABLE TO HOLDERS OF SHARE CERTIFICATES ONLY). If
fewer than all the Shares evidenced by any Share certificate delivered to the
Depositary herewith are to be tendered hereby, fill in the number of Shares that
are
7
<PAGE> 8
to be tendered in the box entitled "Number of Shares Tendered." In any such
case, new certificate(s) for the remainder of the Shares that were evidenced by
the old certificates will be sent to the person signing this Letter of
Transmittal, unless otherwise provided in the box entitled "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 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 held of record by two or
more joint owners, all such owners must sign this Letter of Transmittal. If any
of the 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 Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person so to act must be
submitted.
If 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 certificates for Shares not
tendered or not accepted for payment are to be issued in the name of a person
other than the registered holder(s). Signatures on any 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 evidenced by certificates listed and transmitted hereby, the Share
certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on the Share certificates. Signature(s) on any such Share certificates or stock
powers must be guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
Purchaser will pay all transfer taxes with respect to the transfer and sale of
any Shares to it or its order pursuant to the Offer. If, however, payment of the
purchase price of any Shares purchased is to be made to, or if certificates for
Shares not tendered or not accepted for payment 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 transfer taxes (whether imposed on the
registered holder(s) or such other person) payable on account of the transfer to
such other person will be deducted from the purchase price if satisfactory
evidence of the payment of such taxes, or exemption therefrom, is not 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 LISTED IN THIS LETTER OF TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS; WIRE TRANSFERS. If a check
for the purchase price of any Shares accepted for payment is to be issued in the
name of, and/or Share certificates for Shares not accepted for payment or not
tendered are to be issued in the name of or 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.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance may be directed to or additional copies of the Offer to Purchase,
this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 may
be obtained from the Information Agent, at its respective address or telephone
number set forth below, or from brokers, dealers, commercial banks or trust
companies.
9. SUBSTITUTE FORM W-9. Under the United States federal income tax law,
unless an exemption applies under the applicable law and regulations, 31% of
certain payments to a stockholder or other payee pursuant to the Offer must be
withheld unless the stockholder or other payee provides his or her taxpayer
identification number ("TIN") (generally, the stockholder's employer
identification number or social security number) on the Substitute Form W-9 to
the Depositary
8
<PAGE> 9
and certifies that such number is correct. Certain stockholders (including,
among others, all corporations and certain foreign stockholders) are not subject
to these backup withholding and information requirements. In order for a foreign
stockholder to qualify as an exempt recipient, that stockholder should submit an
IRS Form W-8 or a Substitute Form W-8, signed under penalties of perjury,
attesting to that stockholder's exempt status. Such statements can be obtained
from the Depositary. Failure to provide the information on the form may subject
tendering stockholders to 31% backup withholding tax on the payment of the
purchase price pursuant to the Offer.
10. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Company's transfer agent, Continental Stock Transfer & Trust
Company. 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, destroyed or stolen Share certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR FACSIMILE HEREOF OR AN AGENT'S
MESSAGE TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER,
AND ALL OTHER REQUIRED DOCUMENTS, OR THE NOTICE OF GUARANTEED DELIVERY, MUST BE
RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a stockholder that is a United
States person (other than an "exempt recipient") whose tendered Shares are
accepted for purchase is required to provide the Depositary (as payer) with such
stockholder's correct taxpayer identification number on Substitute Form W-9
below. If such stockholder is an individual, the taxpayer identification number
is his social security number. If a tendering stockholder is subject to backup
withholding, such stockholder must cross out item (2) of the Certification box
on the Substitute Form W-9. If the Depositary is not provided with the correct
taxpayer identification number, 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 tax of 31%.
Certain stockholders (including, among others, all corporations, and
certain foreign individuals) are not subject to these backup withholding tax and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that stockholder must submit an Internal Revenue Service 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 enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding tax applies, the Depositary is required to withhold
31% of certain payments made to the stockholder. Backup withholding tax 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 backup withholding tax with respect to payment for Shares
purchased pursuant to the Offer, the stockholder must provide the Depositary
with his or her correct taxpayer identification number by completing the form
contained herein certifying that the taxpayer identification number provided on
Substitute Form W-9 is correct and that (1) such stockholder has not been
notified by the Internal Revenue Service that he or she is subject to backup
withholding tax as a result of failure to report all interest or dividends or
(2) the Internal Revenue Service has notified the stockholder that he or she is
no longer subject to backup withholding tax.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of such stockholder. If the Shares are
registered 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.
9
<PAGE> 10
<TABLE>
<S> <C> <C>
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PAYER'S NAME: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
-----------------------------------------------------------------------------------------------------------------------
Social Security Number
SUBSTITUTE (If awaiting TIN write
FORM W-9 "Applied For")
PART 1 -- PLEASE PROVIDE YOUR TIN
DEPARTMENT OF THE TREASURY IN THE BOX AT RIGHT AND CERTIFY BY ---------------------------------
INTERNAL REVENUE SERVICE SIGNING AND DATING BELOW. OR
Employer Identification Number
PAYER'S REQUEST FOR TAXPAYER (If awaiting TIN write
IDENTIFICATION NUMBER "Applied For")
---------------------------------
-----------------------------------------------------------------------------------------------------------------------
PART 2 -- For payees exempt from backup withholding tax, see the enclosed GUIDELINES and complete as instructed
therein.
PART 3 -- CERTIFICATION -- Under penalties perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(2) I am not subject to backup withholding 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 a
failure to report all interest or dividends, or (c) 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
currently subject to backup withholding because of under-reporting interest or dividends on your tax returns. However,
if after being notified by the IRS that you are subject to backup withholding, you receive another notification from
the IRS that you are no longer subject to backup withholding, do not cross out such item (2). (Also see instructions
in the enclosed GUIDELINES).
SIGNATURE DATE , 2000
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
TAX OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE OFFER TO
PURCHASE, THIS LETTER OF TRANSMITTAL AND OTHER TENDER OFFER MATERIALS MAY BE
DIRECTED TO THE INFORMATION AGENT AS SET FORTH BELOW:
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 WALL STREET
NEW YORK, NY 10005
10
