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Exhibit 99.2
LETTER OF TRANSMITTAL
To Surrender Certificates
of
Class A Common Stock, No Par Value Per Share and
Class B Common Stock, No Par Value Per Share
of
EduTrek International, Inc.
Pursuant to the Merger
with
EI ACQUISITION INC.
a wholly owned subsidiary of
CAREER EDUCATION CORPORATION
The Exchange/Paying Agent:
COMPUTERSHARE TRUST COMPANY OF NEW YORK
For Information Call:
By Mail: By Hand or Overnight Courier:
(312) 360-5376
Computershare Trust Company of New York
Wall Street Station Computershare Trust Company of
New York
P.O. Box 1010 Wall Street Plaza
New York, NY 10268-1010 88 Pine Street--19th Floor
New York, New York 10005
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE/PAYING AGENT.
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 former shareholders
(hereinafter referred to as "Shareholders") if certificates for former shares
of Class A Common Stock or Class B Common Stock (collectively, the "Shares") of
EduTrek International, Inc., a Georgia corporation (the "Company"), are to be
forwarded herewith.
DESCRIPTION OF CERTIFICATES SURRENDERED
--------------------------------------------------------------------------------
Certificate Number of
Name(s) and Address(es) of Registered Owners Number(s) Shares
--------------------------------------------------------------------------------
----------------------------
----------------------------
----------------------------
Total Shares
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned hereby surrenders to Computershare Trust Company of New York
(the "Exchange/Paying Agent") the above-described Shares in exchange for a
number of whole shares of common stock, par value $0.01 per share ("CEC
Shares") of Career Education Corporation, a Delaware corporation ("CEC"), at
the exchange rate of 0.0901 CEC Shares and $0.1877 in cash for each share of
Class A Common Stock or Class B Common Stock represented by the surrendered
certificate(s), upon the terms and subject to the conditions set forth (i) in
the Agreement and Plan of Merger, dated as of October 24, 2000 (the "Merger
Agreement"), by and among the Company, CEC, and EI Acquisition, Inc., a
Delaware corporation and wholly-owned subsidiary of CEC, and (ii) in this
Letter of Transmittal.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to surrender the Shares free and clear of all liens,
restrictions, charges and encumbrances, and that the same will not be subject
to any adverse claim. The undersigned, upon request, will execute and deliver
any additional documents deemed by the Exchange/Paying Agent or CEC to be
necessary or desirable to complete the surrender of the Shares surrendered
hereby.
All authority herein conferred or 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,
personal representatives, successors and assigns of the undersigned.
Unless otherwise indicated herein under "Special Issuance Instructions," the
Exchange/Paying Agent will issue the certificate(s), cash and any cash in lieu
of fractional CEC Shares in the name(s) of the registered holder(s) appearing
under "Description of Shares Surrendered." Similarly, unless otherwise
indicated herein under "Special Delivery Instructions," the Exchange/Paying
Agent will mail the certificate(s), cash and any cash in lieu of fractional CEC
Shares to the address(es) of the registered holder(s) appearing under
"Description of Shares Surrendered." In the event that both the Special
Delivery Instructions and the Special Issuance Instructions are completed, the
Exchange/Paying Agent will issue the certificate(s), cash and any cash in lieu
of fractional CEC Shares in the name of, and deliver such certificate(s), cash
and any cash in lieu of to, the person or persons so indicated.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 3, 4, 5 and 9) (See Instructions 1, 3, 4 and 5)
To be completed ONLY if the To be completed ONLY if CEC
certificate(s) for CEC Shares, Shares, cash and cash in lieu of
cash and cash in lieu of fractional CEC Shares, if any, is
fractional CEC Shares, if any, is (are) to be sent to someone other
(are) to be issued in the name of than the undersigned or to the
someone other than the undersigned at an address other
undersigned. than that shown above.
Issue: Mail:
[_] CEC Shares [_] CEC Shares
[_] CASH
[_] CASH
(check as applicable)
(check as applicable)
Name: ____________________________ Name: ____________________________
(Please Type or Print) (Please Type or Print)
Address: _________________________ Address: _________________________
---------------------------------- ----------------------------------
---------------------------------- ----------------------------------
(Include Zip Code) (Include Zip Code)
----------------------------------
(Tax Identification or Social
Security No.)
(See Substitute Form W-9)
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SIGN HERE Address: _________________________
AND COMPLETE SUBSTITUTE FORM W-9 __________________________________
(Including Zip Code)
X ________________________________ Area Code and Telephone No.: _____
X ________________________________ Tax Identification or Social
(Signature(s) of Shareholder(s)) Security No.: ____________________
Dated: ___________________________
(See Substitute Form W-9)
Must be signed by the registered
holder(s) EXACTLY as name(s)
appear(s) on the Share
certificate(s) 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 following information
and see Instruction 3.
GUARANTEE OF SIGNATURE(S)
(If Required -- See Instructions
3 and 5)
Authorized Signature: ____________
Name: ____________________________
(Please Print or Type Name)
Name of Firm: ____________________
(Please Print or Type Name)
Address: _________________________
Area Code and Telephone Number: __
Dated: _____________________, 2001
Name(s): _________________________
(Please Type or Print)
Capacity (Full Title): ___________
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PAYOR'S NAME: COMPUTERSHARE TRUST COMPANY OF NEW YORK
In Part 1 -- PLEASE Part 1 -- Social Security
SUBSTITUTE PROVIDE YOUR TIN IN Number OR Employer
Form W-9 THE BOX AT THE RIGHT Identification Number
AND CERTIFY BY
SIGNING AND DATING
BELOW.
Department of the --------------------------
Treasury (If awaiting TIN, write
"Applied For")
Internal Revenue
Service ----------------------
Name Part II -- For Payees
exempt from backup
withholding, see the
---------------------- enclosed Guidelines for
Business Name (if Certification of Taxpayer
different) Identification Number on
Substitute Form W-9,
Please check check the exempt box
appropriate box: below and complete the
[_] Individual/Sole Form W-9.
Proprietor
Payor's Request for
Taxpayer
Identification
Number (TIN)
[_] Corporation
[_] Partnership Exempt [_]
[_] Other: _________
----------------------
Address
----------------------
City, State, and Zip
Code
---------------------------------------------------------
Certification -- 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 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 subject to backup withholding because
of underreporting interest or dividends on your tax
return. However, if after being notified by the IRS
that you were subject to backup withholding you
received another notification from the IRS that you
are no longer subject to backup withholding, do not
cross out item (2). (Also see instructions in the
enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9).
---------------------------------------------------------
SIGNATURE: _____________________ DATE: _______ , 2001
You must cross out Item (2) in Part 3 above if you have been notified by
the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject
to backup withholding, do not cross out Item (2).
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
WROTE "APPLIED FOR" IN PART 1 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and that I mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office
(or 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, the payer is required to withhold 31% of all cash
payments made to me thereafter until I provide a number.
-------------------------------------- ------------------------------
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE
MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 AND INSTRUCTION 8 FOR ADDITIONAL
DETAILS.
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INSTRUCTIONS
1. DO NOT ENDORSE your certificate(s) or accompany it (them) with any stock
power if your Share certificate(s) is (are) registered in the name(s) of the
person(s) executing this Letter of Transmittal and no special issuance
instructions are provided.
2. Delivery of Certificates. When this Letter of Transmittal has been
properly filled in, dated and signed, mail or deliver it, together with the
certificate(s) for the Shares, to the Exchange/Paying Agent at the appropriate
address set forth on the front of this Letter of Transmittal. The method of
delivery of certificates and all other required documents is at the risk of the
surrendering Shareholder. A return envelope for mailing is enclosed. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended.
3. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
surrendered 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 surrendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the surrendered 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 TI of their authority to so 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 certificates or
separate stock powers are required unless payment is to be made to a person
other than the registered holder(s). Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution (as defined in Instruction
5 below).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed, the certificates must be
endorsed or accompanied by stock powers or other appropriate instrument of
transfer and payment for, or evidence of payment of, any applicable transfer
taxes, in either case signed exactly as the name(s) of the registered holder(s)
appear on the certificates. Signatures on such certificates or stock powers
must be guaranteed by an Eligible Institution.
4. Special Issuance and Delivery Instructions. If you wish your
certificate(s), cash and cash in lieu of fractional CEC Shares, if any, to be
issued in the name of the registered holder(s) but delivered to someone other
than the registered holder(s), complete the box marked "Special Delivery
Instructions." If you wish your certificate(s), cash and cash in lieu of
fractional CEC Shares, if any, to be issued in the name of someone other than
the registered holder(s), complete the box marked "Special Issuance
Instructions." If both of these boxes are left blank, the certificate(s), cash
and cash in lieu of fractional CEC Shares, if any, will be issued in the name
of, and delivered to, the registered holder(s). If either box is filled in, you
may be required to obtain a signature guarantee. See Instruction 5.
5. Guarantee of Signatures. 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 document shall
include any participant in The Depository Trust Company (the "Book-Entry
Transfer Facility") whose name appears on a security position listing as the
owner of Shares) surrendered herewith, unless such holder(s) has completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" above, or (b) if such Shares are surrendered
for the account of a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of the
Securities Transfer Agents Medallion Program ("STAMP"), Stock Exchange
Medallion Program ("SEMP") or New
<PAGE>
York Stock Exchange Medallion Signature Program ("MSP") (each of the foregoing
being referred to as an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 4 of this Letter of Transmittal.
6. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Exchange/Paying Agent at its address and
telephone number set forth on the front of this Letter of Transmittal.
Additional copies of this Letter of Transmittal may also be obtained from the
Exchange/Paying Agent.
7. Lost, Destroyed or Stolen Certificates. If any certificate representing
Shares has been lost, destroyed or stolen, the Shareholder should promptly
notify the Exchange/Paying Agent. The Shareholder will then be instructed as to
the steps that must be taken in order to replace the certificate. This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost or destroyed certificates have been followed.
8. Important Tax Information. Under U.S. federal income tax law, a
Shareholder surrendering certificate(s) is required to provide the
Exchange/Paying Agent with such Shareholder's correct taxpayer identification
number ("TIN") on Substitute Form W-9. If the Exchange/Paying Agent is not
provided with the correct TIN, the Internal Revenue Service may subject the
Shareholder or other payee to a $50 penalty. In addition, payments that are
made to such Shareholder or other payee with respect to certificate(s)
surrendered pursuant to the Merger Agreement may be subject to 31% backup
withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements and should so indicate in Part 2 of the Substitute Form W-9 by
writing "Exempt" where appropriate. In order for a foreign individual to
qualify as an exempt recipient, the Shareholder 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 Exchange/Paying Agent. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for more instructions.
If backup withholding applies, the Exchange/Paying Agent is required to
withhold 31% of any such payments made to the Shareholder 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.
The box in Part 3 of the Substitute Form W-9 may be checked if the
surrendering Shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the Shareholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number in order to avoid back-up withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange/Paying Agent
will withhold 31% of all payments made prior to the time a property certified
TIN is provided to the Exchange/Paying Agent.
The Shareholder is required to give the Exchange/Paying Agent the TIN (e.g.,
social security number or employer identification number) 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 "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
9. Transfer Taxes. If (a) this Letter of Transmittal is signed by any
person(s) other than the registered holder(s) of the Share certificate(s) or
(b) the certificate(s), cash and cash in lieu of fractional CEC Shares, if any,
are to be issued to any person other than the registered holder(s) of the Share
certificate(s), the amount of any stock transfer taxes (whether imposed on the
registered holder(s) or such person(s)), payable on account of the transfer to
such person shall be delivered to the Exchange/Paying Agent or satisfactory
evidence of the payment of such taxes or non-applicability thereof shall be
submitted to the Exchange/Paying Agent before the certificate(s), cash and cash
in lieu of fractional CEC Shares, if any, will be issued.
