<PAGE>
Exhibit (a)(2)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
JPS PACKAGING COMPANY
Pursuant to the Offer to Purchase Dated October 30, 2000
by
JPS ACQUISITION, INC.,
A Wholly Owned Subsidiary of
PECHINEY PLASTIC PACKAGING, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 28, 2000,
UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
UMB Bank, n.a.
By Mail: By Hand: By Overnight:
Securities Transfer Securities Transfer Securities Transfer
Division Division Division
P.O. Box 410064 928 Grand Boulevard, 13th 928 Grand Boulevard, 13th
Kansas City, MO 64141 Floor Floor
Kansas City, MO 64106 Kansas City, MO 64106
By Facsimile Transmission: Confirm Facsimile Transmission
(For Eligible Institutions Only) By Telephone Only:
(816) 860-3963 (816) 860-7782
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 WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE
APPROPRIATE SPACE PROVIDED THEREFOR BELOW, WITH SIGNATURE GUARANTEE
IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH
BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used by stockholders of JPS Packaging
Company either if certificates evidencing Shares (as defined below) are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase, dated October 30, 2000 (the "Offer to Purchase")) is utilized, if
delivery of Shares is to be made by book-entry transfer to the account
maintained by UMB Bank, n.a. (the "Depositary") at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures
described in Section 3 of the Offer to Purchase.
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver confirmation of the book-entry transfer of their Shares
into the Depositary's account at the Book-Entry Transfer Facility (a "Book-
Entry Confirmation") and all other documents required hereby to the Depositary
on or prior to the Expiration Date (as defined in the Offer to Purchase) must
tender their Shares pursuant to the guaranteed delivery procedures set forth
in Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF
DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
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DESCRIPTION OF SHARES TENDERED
<TABLE>
<CAPTION>
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Name(s) and Address(es) of Registered Holder(s)
Share Certificate(s) Tendered (Please fill in, if blank, exactly as name(s)
(Attach Additional List if Necessary) appear(s) on Share Certificate(s))
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<S> <C> <C> <C>
Total Number
of Shares
Represented Number
Certificate by of Shares
Number(s)* Certificate(s)* Tendered**
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Total Shares
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</TABLE>
* Need not be completed by stockholders tendering by book-entry transfer.
**Unless otherwise indicated, it will be assumed that all Shares represented
by Share certificates delivered to the Depositary are being tendered. See
Instruction 4.
[_]CHECK HERE IF CERTIFICATES HAVE BEEN LOST OR DESTROYED. SEE INSTRUCTION 11.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY, AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: _________________________________________
Account Number: ________________________________________________________
Transaction Code Number: _______________________________________________
[_]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 Holder(s): _______________________________________
Window Ticket Number (if any): _________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________
Name of Institution that Guaranteed Delivery: __________________________
If Delivered by Book-Entry Transfer: ___________________________________
Account Number: ________________________________________________________
Transaction Code Number: _______________________________________________
The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates representing
Shares tendered hereby. The certificates and number of Shares that the
undersigned wishes to tender should be indicated in the appropriate boxes.
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<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL
CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to JPS Acquisition, Inc., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Pechiney
Plastic Packaging, Inc., a Delaware corporation ("Parent"), the above-
described shares of common stock, par value $0.01 per share (the "Shares"), of
JPS Packaging Company, a Delaware corporation (the "Company"), pursuant to the
Purchaser's offer to purchase all outstanding Shares at a price of $7.86 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October
30, 2000 (the "Offer to Purchase"), receipt of which is hereby acknowledged,
and in this related Letter of Transmittal (which, each as amended or
supplemented from time to time, together constitute the "Offer").
The undersigned understands that the 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 any such transfer or assignment
will not relieve the 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 the Shares
tendered herewith, in accordance with 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), the undersigned hereby sells,
assigns and transfers to, or upon the order of, the 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 or declared, paid or
distributed in respect of such Shares on or after October 30, 2000
(collectively, "Distributions")), and irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares and all Distributions, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver certificates for such Shares (and
any and all Distributions), or transfer ownership of such Shares (and any and
all Distributions) 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 Purchaser, (ii)
present such Shares (and any and all Distributions) for transfer on the books
of the Company, and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares (and any and all Distributions),
all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints the President and Chief Financial Officer of Purchaser, and each of
them, the attorneys-in-fact and proxies of the undersigned, each with full
power of substitution, to the full extent of such stockholder's rights with
respect to the Shares tendered hereby and accepted for payment by the
Purchaser (and any and all Distributions), to vote in such manner as each such
attorney and proxy or his substitute shall in his sole discretion deem proper,
and otherwise act with respect to all the Shares tendered hereby which have
been accepted for payment by the Purchaser prior to the time of such vote
which the undersigned is entitled to vote at any meeting of stockholders
(whether annual or special and whether or not an adjourned meeting) of the
Company, or otherwise. This power of attorney and proxy is coupled with an
interest in the Company and in the Shares and is irrevocable and is granted in
consideration of, and is effective when, if and to the extent that the
Purchaser accepts such Shares for payment pursuant to the Offer. Such
acceptance for payment shall revoke, without further action, all prior powers
of attorney and proxies granted by the undersigned at any time with respect to
such Shares (and all Distributions) and no subsequent powers of attorney or
proxies will be given (and if given will be deemed not to be effective) with
respect thereto by the undersigned. The undersigned acknowledges that in order
for Shares to be deemed validly tendered, immediately upon the acceptance for
payment of such Shares, the Purchaser or the Purchaser's designee must be able
to exercise full voting and all other rights which inure to a record and
beneficial holder with respect to such Shares.
3
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The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any and all Distributions), and that when the same are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges and encumbrances, and the same will
not be subject to any adverse claim. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Depositary or the
Purchaser to be necessary or desirable to complete or confirm the sale,
assignment and transfer of the Shares tendered hereby (and any and all
Distributions). In addition, the undersigned will remit and transfer promptly
to the Depositary for the account of the Purchaser 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, the Purchaser shall be entitled to all rights
and privileges as owner of each such Distribution and may withhold the entire
purchase price of the Shares tendered hereby or deduct from such purchase
price the amount or value of such Distribution as determined by the Purchaser
in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, personal and legal
representatives, administrators, trustees in bankruptcy, successors and
assigns of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute a binding agreement between the
undersigned and the 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, the Purchaser may not be required to accept
for payment any of the Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price and/or return any
certificates for Shares not tendered or accepted for payment in the name(s) of
the registered holder(s) appearing above under "Description of Shares
Tendered." Similarly, unless otherwise indicated in the box entitled "Special
Delivery Instructions," please mail the check for the purchase price and/or
return any certificates evidencing Shares not tendered or accepted for payment
(and any accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing above 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 return any certificates evidencing Shares not
tendered or accepted for payment in the name(s) of, and mail such check and/or
return such certificates to, the person(s) so indicated. Unless otherwise
indicated herein in the box entitled "Special Payment Instructions," please
credit any Shares tendered herewith by book-entry transfer that are not
accepted for payment by crediting the account at the Book-Entry Transfer
Facility designated above. The undersigned recognizes that the Purchaser has
no obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder thereof if the Purchaser does
not accept for payment any of the Shares so tendered.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7 (See Instructions 1, 5, 6 and 7
of this Letter of Transmittal) of this Letter of Transmittal)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price of check for the purchase price of
Shares accepted for payment or Shares accepted for payment or
certificates evidencing Shares certificates evidencing Shares
not tendered or not accepted for not tendered or not accepted for
payment are to be issued in the payment are to be sent to
name of someone other than the someone other than the
undersigned or if Shares undersigned, or to the
tendered hereby and delivered by undersigned at an address other
book-entry transfer that are not than that shown under
accepted for payment are to be "Description of Shares
returned by credit to an account Tendered."
maintained at the Book-Entry
Transfer Facility other than the
account indicated above.
Mail check and/or Share
certificates to:
Issue check and/or Share certificates to: Name: ___________________________
(Please Print)
Name: ___________________________
(Please Print) Address: ________________________
Address: ________________________ ---------------------------------
(Include Zip Code)
---------------------------------
(Include Zip Code) (Taxpayer Identification or
Social Security Number) (Also
Complete Substitute Form W-9
Below)
---------------------------------
(Taxpayer Identification or
Social Security Number) (Also
Complete Substitute Form W-9
Below)
Credit shares delivered by book-
entry transfer and not purchased
to the book-entry transfer
facility account.
---------------------------------
(Account Number)
5
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SIGN HERE
(To Be Completed By All Stockholders)
(Also Complete Substitute Form W-9 Below)
X ___________________________________________ Dated: ________________, 2000
X ___________________________________________ Dated: ________________, 2000
(Signature(s) of Holder(s))
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, agents, officers of
corporations or others acting in a fiduciary or representative capacity,
please provide the following information. See Instruction 5 of this Letter
of Transmittal.)
Name(s): __________________________________________________________________
(Please Print)
Name of Firm: _____________________________________________________________
Capacity (full title): ____________________________________________________
Address: __________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: ___________________________________________
Tax Identification or Social Security Number: _____________________________
(Complete Substitute Form W-9 Below)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5 of this Letter Of Transmittal)
Authorized Signature: _____________________________________________________
Name(s): __________________________________________________________________
---------------------------------------------------------------------------
(Please Print)
Title: ____________________________________________________________________
Name of Firm: _____________________________________________________________
Address: __________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: ___________________________________________
Date: _________________________, 2000
6
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. 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) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility's system whose name
appears on a security position listing as the owner of Shares) of Shares
tendered herewith, unless such holder(s) has completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" in this Letter of Transmittal or (b) if such Shares are tendered
for the account of a financial institution that is a bank, broker, dealer,
credit union, savings association or other entity which is a member in good
standing of the Securities Transfer Agent's Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program (each, an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed by stockholders of
the Company either if certificates for Shares are to be forwarded herewith or,
unless an Agent's Message is utilized, if a tender of Shares is to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
Section 3 of the Offer to Purchase. For Shares to be validly tendered pursuant
to the Offer, (a) a properly completed and duly executed Letter of Transmittal
(or facsimile thereof), with any required signature guarantees, or an Agent's
Message in the case of a book-entry delivery, and any other documents required
by this Letter of Transmittal, must be received by the Depositary at one of
the Depositary's addresses set forth herein and either certificates or a
timely Book-Entry Confirmation for tendered Shares must be received by the
Depositary at one of such addresses, in each case prior to the Expiration Date
(as defined in the Offer to Purchase), or (b) the tendering stockholder must
comply with the guaranteed delivery procedures set forth below. If
certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
Stockholders whose certificates for Shares are not immediately available,
who cannot deliver their certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot complete the procedures
for delivery by book-entry transfer on a timely basis may tender their Shares
by properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure described in Section 3 of the
Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by
or through an Eligible Institution; (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Purchaser herewith (or a facsimile thereof), must be received by the
Depositary prior to the Expiration Date; and (c) the certificates for all
physically tendered Shares, in proper form for transfer, or a Book-Entry
Confirmation with respect to all tendered Shares, together with this properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Depositary within three New
York Stock Exchange trading days after the date of execution of the Notice of
Guaranteed Delivery, all as described in Section 3 of the Offer to Purchase. A
"trading day" is any day on which the New York Stock Exchange is open for
business.
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 SOLE ELECTION AND RISK OF THE TENDERING STOCKHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF 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.
7
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No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal (or a manually signed facsimile hereof), waive
any right to receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers and/or the number of
Shares tendered should be listed on a separate signed schedule and attached
hereto.
4. Partial Tenders. (Not applicable to stockholders who tender by book-
entry transfer.) 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 which are to be tendered in the box entitled
"Number of Shares Tendered." In such cases, new certificate(s) for the
remainder of the Shares that were evidenced by the certificates delivered to
the Depositary herewith will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the box entitled "Special Delivery
Instructions," as soon as practicable after the Expiration Date. All Shares
evidenced by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond exactly to the name(s) as
written on the face of the certificate(s) evidencing such Shares without
alteration, enlargement or any other change whatsoever.
If any Shares tendered hereby are owned of record by two or more persons,
all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the names of
different holders on several certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal as there are different
registrations of such certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsement of certificates or separate stock
powers is required, unless payment is to be made to, or certificates
evidencing Shares not tendered or not purchased are to be issued in the name
of, a person other than the registered holder(s), in which case, the
certificate(s) 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 holder(s) appear(s) on such certificate(s).
Signatures on such certificate(s) and 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 tendered hereby, the Share certificate(s)
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 holder(s) appear(s) on such certificate(s). Signatures on such
certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate(s) or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Purchaser of such person's authority so to
act must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, the Purchaser will pay or cause to be paid all stock transfer taxes with
respect to the sale and transfer 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 certificate(s) evidencing Shares not tendered or not
purchased are to be registered in the name of, a person other than the
registered holder(s), or if tendered certificates are registered in the name
of any person other than the person(s)
8
<PAGE>
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s), such other person or otherwise)
payable on account of the transfer to such other person will be deducted from
the purchase price of such Shares purchased, unless evidence satisfactory to
the Purchaser of the payment of such taxes, or exemption therefrom, is
submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) EVIDENCING THE SHARES
TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares tendered hereby is to be issued, or certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name
of a person other than the person(s) signing this Letter of Transmittal or if
such check or any such certificate is to be sent to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Shares Tendered," the appropriate boxes on this
Letter of Transmittal must be completed. Any stockholder(s) delivering Shares
by book-entry transfer may request that Shares not purchased be credited to
such account maintained at the Book-Entry Transfer Facility as such
stockholder(s) may designate in the box entitled "Special Payment
Instructions." If no such instructions are given, any such Shares not
purchased will be returned by crediting the account at the Book-Entry Transfer
Facility designated above as the account from which such Shares were
delivered.
8. Requests for Assistance or Additional Copies. Questions and requests for
assistance may be directed to the Dealer Manager or the Information Agent at
the addresses and telephone numbers set forth below. 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
the address set forth below or from brokers, dealers, commercial banks or
trust companies.
9. Waiver of Conditions. Except as otherwise provided in the Offer to
Purchase, the Purchaser reserves the absolute right in its sole discretion to
waive, at any time or from time to time, any of the specified conditions of
the Offer, in whole or in part, in the case of any Shares tendered.
10. Substitute Form W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and
that such stockholder is not subject to backup withholding of United States
federal income tax. If a tendering stockholder has been notified by the
Internal Revenue Service that such stockholder is subject to backup
withholding, such stockholder must cross out item (2) of the Certification box
of the Substitute Form W-9, unless such stockholder has since been notified by
the Internal Revenue Service that such stockholder is no longer subject to
backup withholding. Failure to provide the information on the Substitute Form
W-9 may subject the tendering stockholder to 31% United States federal income
tax withholding with respect to any payments received pursuant to the Offer.
If the tendering stockholder has not been issued a TIN and has applied for one
or intends to apply for one in the near future, such stockholder should write
"Applied For" in the space provided for the TIN in Part I of the Substitute
Form W-9, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31% on all payments of the purchase price
to such stockholder until a TIN is provided to the Depositary.
11. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Transfer Agent, UMB Bank, n.a., at (800) 884-4225. The
stockholder will then be instructed as to the steps that must be taken in
order to replace the certificate(s). This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost or
destroyed certificates have been followed.
9
<PAGE>
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN
THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, TOGETHER WITH SHARE
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under the U.S. federal income tax law, a stockholder whose tendered Shares
are accepted for payment is required by law to provide the Depositary (as
payer) with such stockholder's correct TIN on Substitute Form W-9 below. If
such stockholder is an individual, the TIN is such stockholder's social
security number. If a tendering stockholder is subject to backup withholding,
such stockholder must cross out Item (2) of Part II on the Substitute Form W-
9. If the Depositary is not provided with the correct TIN, the stockholder may
be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such stockholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a Form W-8, signed under penalties of
perjury, attesting to such individual's exempt status. A Form W-8 can be
obtained from the Depositary. Exempt stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies with respect to a stockholder, the Depositary
is required to withhold 31% of any payments made to such stockholder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld.
If withholding results in an overpayment of taxes, a refund may be obtained
from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing the form below certifying (a) that the TIN provided on Substitute
Form W-9 is correct (or that such stockholder is awaiting a TIN), and (b) that
such stockholder is not subject to backup withholding because (i) such
stockholder has not been notified by the Internal Revenue Service that such
stockholder is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified such stockholder that such stockholder is no longer subject to backup
withholding. To prevent possible erroneous backup withholding, exempt
stockholders (other than certain foreign individuals) should certify in
accordance with the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 that such stockholder is exempt
from backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report. If the tendering stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, the stockholder should write "Applied For" in the space provided for
the TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For"
is written in Part I and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31% of all payments of the purchase price
to such stockholder until a TIN is provided to the Depositary.
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<PAGE>
PAYER'S NAME: UMB BANK, n.a., AS DEPOSITARY
-------------------------------------------------------------------------------
SUBSTITUTE Part 1--Please provide TIN:
Form W-9 your TIN in the box at
right and certify by
signing and dating
below.
---------------------------
Department of Social Security Numberor
the Treasury, Employer Identification
Internal Number(If waiting for
Revenue Service TIN,write "Applied For")
-------------------------------------------------------------
Payer's Request Part 2--For payees
For Taxpayer exempt from backup
Identification withholding, please
Number (TIN) write "EXEMPT" below.
and
Certification
For Payee
Exempt From
Backup
Withholding
---------------------------
-------------------------------------------------------------------------------
Part 3--Certification--Under Penalties of Perjury, I Certify That:
(1) The number shown on this form is my correct taxpayer identification
number (or a taxpayer identification number has not been issued to
me).
(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 IRS that
I am subject to backup withholding as a result of failure to report
all interest or dividends or (c) the IRS has notified me that I am
no longer subject to backup withholding.
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 stating that you are no longer subject to backup withholding,
do not cross out item (2).
(Also see instructions in the enclosed Guidelines.)
Signature: _______________________________ Date ______________ , 2000
Name: __________________________________________________________________
(Please Print)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY CASH 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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
THE SPACE PROVIDED FOR THE TIN IN PART I OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered an application to receive a taxpayer identification number
to the appropriate internal revenue service center or social security
administration office, or (2) I intend to mail or deliver an
application in the near future. I understand that if I do not provide
a taxpayer identification number by the time of payment, 31% of all
reportable cash payments made to me will be withheld until I provide
a taxpayer identification number to the payer and that, if I do not
provide my taxpayer identification number within sixty (60) days,
such retained amounts shall be remitted to the IRS as backup
withholding.
Signature: _____________________________ Date: ______________ , 2000
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<PAGE>
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager as set forth below. Requests for copies of the
Offer to Purchase, the Letter of Transmittal and other related materials may
be directed to the Information Agent or to brokers, dealers, commercial banks
or trust companies.
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue
5th Floor
New York, New York 10022
Call Collect: (212) 754-8000
Banks and Brokerage Firms Call: (800) 654-2468
Shareholders Please Call: (800) 607-0088
The Dealer Manager for the Offer is:
[Logo for J.P. Morgan & Co.]
60 Wall Street
New York, New York 10260-0060
Call Toll Free: (877) 576-7940
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