<PAGE>
Exhibit (a)(1)(B)
LETTER OF TRANSMITTAL
TO
TENDER SHARES OF COMMON STOCK
(INCLUDING THE RELATED PREFERRED STOCK PURCHASE RIGHTS)
OF
WILLAMETTE INDUSTRIES, INC.
AT
$48.00 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED NOVEMBER 29, 2000
BY
COMPANY HOLDINGS, INC.,
A WHOLLY OWNED SUBSIDIARY OF
WEYERHAEUSER COMPANY
---------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JANUARY 4, 2001, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND: BY OVERNIGHT
DELIVERY:
EquiServe EquiServe EquiServe
Corporate Actions c/o Securities Corporate Actions
Department Transfer and Department
P.O. Box 842010 Reporting 40 Campanelli
Boston, MA 02284-2010 Services, Inc. Drive
Attn: Corporate Braintree, MA
Actions Department 02184
100 William
Street, Galleria
New York, NY 10038
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OTHER THAN AS SET
FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
<TABLE>
<CAPTION>
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DESCRIPTION OF SHARES TENDERED
<S> <C> <C> <C>
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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 REPRESENTED
SHARE CERTIFICATE BY SHARE NUMBER OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
TOTAL SHARES
------------------------------------------------------------------------------------------------------------------
* Need not be completed if transfer is made by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See
Instruction 4.
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</TABLE>
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
DESCRIPTION OF RIGHTS TENDERED
------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) RIGHTS TENDERED
ON RIGHTS CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
CERTIFICATE RIGHTS REPRESENTED NUMBER OF RIGHTS
NUMBER(S)+* BY CERTIFICATE(S)* TENDERED**
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
TOTAL RIGHTS
------------------------------------------------------------------------------------------------------------------
+ If the tendered Rights are represented by separate Rights Certificates, complete the certificate numbers of
such Rights Certificates. Shareholders tendering Rights that are not represented by separate certificates will
need to submit an additional Letter of Transmittal if Rights Certificates are distributed.
* Need not be completed if transfer is made by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Rights described above are being tendered. See
Instruction 4.
------------------------------------------------------------------------------------------------------------------
</TABLE>
This Letter of Transmittal is to be used either if (a) certificates for
Shares and/or Rights (each as defined below) are to be forwarded herewith or
(b) unless an Agent's Message (as defined in Instruction 2 below) is utilized,
if delivery of Shares and/or Rights is to be made by book-entry transfer to an
account maintained by the Depositary (as defined below) at the Book-Entry
Transfer Facility (as defined in and pursuant to the procedures set forth in
Section 3 of the Offer to Purchase).
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE>
IF ANY OF THE CERTIFICATES REPRESENTING SHARES OR RIGHTS THAT YOU OWN HAVE
BEEN LOST OR DESTROYED SEE INSTRUCTION 11.
Holders of Shares are required to tender one Right (as defined below) for
each Share tendered to effect a valid tender of such Share. Unless and until the
Distribution Date (as defined in the Offer to Purchase) occurs, the Rights are
represented by and transferred with the Shares. Accordingly, if the Distribution
Date does not occur prior to the Expiration Date of the Offer, a tender of
Shares also constitutes a tender of the related Rights. If, however, pursuant to
the Rights Agreement (as defined below) or otherwise, the Distribution Date does
occur and separate certificates ("Rights Certificates") have been distributed by
the Company (as defined below) to holders of Shares prior to the date of tender
pursuant to the Offer (as defined below), Rights Certificates representing a
number of Rights equal to the number of Shares being tendered must be delivered
to the Depositary in order for such Shares to be validly tendered, or if
available, a Book-Entry Confirmation must be received with respect thereto. If
the Distribution Date has occurred and Rights Certificates have not been
distributed prior to the time Shares are tendered pursuant to the Offer, a
tender of Shares without Rights constitutes an agreement by the tendering
shareholder to deliver Rights Certificates representing a number of Rights equal
to the number of Shares tendered pursuant to the Offer to the Depositary within
a period ending on the later of (1) three NYSE trading days after the date of
execution of the Notice of Guaranteed Delivery and (2) three business days after
the date such Rights Certificates are distributed. An "NYSE trading day" is a
day on which the New York Stock Exchange is open for business. The Purchaser
reserves the right to require that it receive such Rights Certificates, or a
Book-Entry Confirmation, if available, prior to accepting Shares for payment.
Payment for Shares tendered and purchased pursuant to the Offer will be made
only after timely receipt by the Depositary of, among other things, Rights
Certificates, if such certificates have been distributed to holders of Shares.
The Purchaser will not pay any additional consideration for the Rights tendered
pursuant to the Offer.
Holders whose certificates for Shares ("Share Certificates") and, if
applicable, Rights Certificates, are not immediately available (including if the
Distribution Date has occurred but Rights Certificates have not yet been
distributed by the Company) or who cannot deliver either the certificates for,
or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect
to, their Shares and/or Rights, and all other documents required hereby to the
Depositary prior to the Expiration Date (as defined in the Offer to Purchase)
must tender their Shares and Rights in accordance with the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.
/ / CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS
IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution ______________________________________________
Account Number at Book-Entry Transfer Facility _____________________________
Transaction Code Number ____________________________________________________
/ / CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY (AS DEFINED IN THE OFFER TO PURCHASE)
PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution that Guaranteed Delivery _______________________________
If delivered by Book-Entry Transfer check box: / /
Name of Tendering Institution ______________________________________________
Account Number at Book-Entry Transfer Facility _____________________________
Transaction Code Number ____________________________________________________
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Company Holdings, Inc., a Washington
corporation (the "Purchaser") and a wholly owned subsidiary of Weyerhaeuser
Company, a Washington corporation ("Parent"), (1) the above-described shares of
common stock, par value $0.50 per share (the "Shares"), of Willamette
Industries, Inc., an Oregon corporation (the "Company"), and (2) unless and
until validly redeemed by the Board of Directors of the Company, the related
rights to purchase shares of Series B Junior Participating Preferred Stock of
the Company (the "Rights") issued pursuant to the Rights Agreement, dated as of
February 25, 2000 by and between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (the "Rights Agreement"), at a price of $48.00
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
Purchaser's Offer to Purchase dated November 29, 2000 (the "Offer to Purchase")
and this Letter of Transmittal (which, together with any amendments or
supplements thereto or hereto, collectively constitute the "Offer"), receipt of
which is hereby acknowledged. Unless the context otherwise requires, all
references herein to the Shares shall be deemed to include the related Rights,
and all references to the Rights include the benefits that may inure to holders
of the Rights pursuant to the Rights Agreement.
Upon the terms of the Offer, subject to, and effective upon, acceptance for
payment of, and payment for, the Shares and Rights tendered herewith in
accordance with the terms of the Offer, 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 and Rights that are being tendered hereby (and
any and all other Shares or other securities or rights issued or issuable in
respect thereof on or after November 28, 2000) and irrevocably constitutes and
appoints First Chicago Trust Company of New York (the "Depositary"), the true
and lawful agent and attorney-in-fact of the undersigned, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to the full extent of the undersigned's rights with
respect to such Shares and Rights (and any such other Shares or securities or
rights), (a) to deliver certificates for such Shares and Rights (and any such
other Shares or securities or rights) or transfer ownership of such Shares and
Rights (and any such other Shares or securities or rights) 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, (b) to present such Shares and Rights (and any such other
Shares or securities or rights) for transfer on the Company's books and (c) to
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares and Rights (and any such other Shares or securities or rights),
all in accordance with the terms of the Offer.
The undersigned understands that, unless the Rights are redeemed prior to
the expiration of the Offer, shareholders will be required to tender one Right
for each Share tendered in order to effect a valid tender of such Share. The
undersigned understands that if the Distribution Date has occurred and Rights
Certificates have been distributed to holders of Shares prior to the date of
tender pursuant to the Offer, Rights Certificates representing a number of
Rights equal to the number of Shares being tendered herewith must be delivered
to the Depositary or, if available, a Book-Entry Confirmation must be received
by the Depositary with respect thereto. If the Distribution Date has occurred
and Rights Certificates have not been distributed prior to the time Shares are
tendered herewith, the undersigned agrees hereby to deliver Rights Certificates
representing a number of Rights equal to the number of Shares tendered herewith
to the Depositary within a period ending on the later of (1) three NYSE trading
days after the date of execution of the Notice of Guaranteed Delivery and (2)
three business days after the date such Rights Certificates are distributed. The
Purchaser reserves the right to require that the Depositary receive such Rights
Certificates, or a Book-Entry Confirmation, if available, with respect to such
Rights prior to accepting Shares for payment. Payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of, among other things, Rights Certificates if such
certificates have been distributed to holders of Shares. The Purchaser will not
pay any additional consideration for the Rights tendered pursuant to the Offer.
<PAGE>
If, on or after November 28, 2000, the Company declares or pays any cash
dividend on the Shares or other distribution on the Shares (except for regular
quarterly cash dividends on the Shares not in excess of $0.21 per Share having
customary and usual record dates and payment dates), or issues with respect to
the Shares any additional Shares, shares of any other class of capital stock,
other than voting securities or any securities convertible into, or rights,
warrants or options, conditional or otherwise, to acquire any of the foregoing,
payable or distributable to shareholders of record on a date prior to the
transfer of the Shares purchased pursuant to the Offer to the Purchaser or its
nominee or transferee on the Company's stock transfer records, then, subject to
the provisions of Section 14 of the Offer to Purchase, (1) the Offer Price may,
in the sole discretion of the Purchaser, be reduced by the amount of any such
cash dividends or cash distributions and (2) the whole of any such noncash
dividend, distribution or issuance to be received by the tendering shareholders
will (a) be received and held by the tendering shareholders for the account of
the Purchaser and will be required to be promptly remitted and transferred by
each tendering shareholder to the Depositary for the account of the Purchaser,
accompanied by appropriate documentation of transfer or (b) at the direction of
the Purchaser, be exercised for the benefit of the Purchaser, in which case the
proceeds of such exercise will promptly be remitted to the Purchaser. Pending
such remittance and subject to applicable law, the Purchaser will be entitled to
all rights and privileges as owner of any such noncash dividend, distribution,
issuance or proceeds and may withhold the entire Offer Price or deduct from the
Offer Price the amount or value thereof, as determined by the Purchaser in its
sole discretion.
The undersigned hereby irrevocably appoints Robert A. Dowdy and Claire S.
Grace, or either of them, and any other individual designated by either of them
or the Purchaser, and each of them individually, the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution, to vote at any
annual, special or adjourned meeting of the Company's shareholders or otherwise
in such manner as each such attorney-in-fact and proxy or his or her substitute
shall in his or her sole discretion deem proper with respect to, to execute any
written consent concerning any matter as each such attorney-in-fact and proxy or
his or her substitute shall in his or her sole discretion deem proper with
respect to, and to otherwise act as each such attorney-in-fact and proxy or his
or her substitute shall in his or her sole discretion deem proper with respect
to, the Shares and Rights tendered hereby (and any and all other Shares or other
securities or rights issued or issuable in respect thereof on or after
November 28, 2000) that have been accepted for payment by the Purchaser prior to
the time any such action is taken and with respect to which the undersigned is
entitled to vote. This appointment is effective when, and only to the extent
that, the Purchaser accepts for payment such Shares and Rights as provided in
the Offer to Purchase. This proxy is coupled with an interest in the Shares and
Rights tendered hereby and is irrevocable and is granted in consideration of the
acceptance for payment of such Shares and Rights in accordance with the terms of
the Offer. Upon such acceptance for payment, all prior powers of attorney,
proxies and consents given by the undersigned with respect to such Shares and
Rights (and any such other Shares or securities or rights) will, without further
action, be revoked and no subsequent powers of attorney, proxies, consents or
revocations may be given (and, if given, will not be deemed effective) by the
undersigned. The undersigned acknowledges that in order for Shares and Rights to
be deemed validly tendered, immediately upon the acceptance for payment of such
Shares and Rights, the Purchaser and 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 and Rights.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the tendered Shares and
Rights (and any and all other Shares or other securities or rights issued or
issuable in respect thereof on or after November 28, 2000) and, when the same
are accepted for payment by the Purchaser, the Purchaser will acquire good title
thereto, free and clear of all liens, restrictions, claims and encumbrances and
the same will not be subject to any adverse claim. The undersigned will, upon
request, execute any additional documents deemed by the Depositary or the
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the tendered Shares and Rights (and any such other Shares or other
securities or rights).
All authority conferred or agreed to be conferred pursuant to this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Shares and Rights
pursuant to any 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 and Rights tendered hereby.
<PAGE>
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or return any certificates for
Shares or Rights not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered" and
"Description of Rights Tendered". Similarly, unless otherwise indicated under
"Special Delivery Instructions", please mail the check for the purchase price
and/or return any certificates for Shares or Rights not tendered or accepted for
payment (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "Description of Shares Tendered" and
"Description of Rights Tendered". In the event that both the "Special Delivery
Instructions" and the "Special Payment Instructions" are completed, please issue
the check for the purchase price and/or return any certificates for Shares or
Rights not tendered or accepted for payment (and any accompanying documents, as
appropriate) in the name of, and deliver such check and/or return such
certificates (and any accompanying documents, as appropriate) to, the person or
persons so indicated. Please credit any Shares or Rights 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 or Rights from the name of the registered
holder thereof if the Purchaser does not accept for payment any of the Shares or
Rights so tendered.
------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares and/or Rights not
tendered or not accepted for payment and/or the check for the purchase price
of Shares and Rights accepted for payment are/is to be issued in the name of
someone other than the undersigned.
Issue / / Check
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares and/or Rights not
tendered or not accepted for payment and/or the check for the purchase price
of Shares and/or Rights accepted for payment are/is to be sent to someone
other than the undersigned or to the undersigned at an address other than
that above.
Mail / / Check
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
-----------------------------------------------------
<PAGE>
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 ON THE OTHER SIDE OF THIS FORM)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Signature(s) of Holder(s))
Dated ________________________
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Shares and Rights or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or others
acting in a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)
Name(s) ________________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (Full Title) __________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone No. ____________________________________________
Employer Identification or Social Security No. _________________________________
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ___________________________________________________________
Name ___________________________________________________________________________
(Please Print)
Title __________________________________________________________________________
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone No. ____________________________________________
Dated ________________________
<PAGE>
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN ------------------------
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY SOCIAL SECURITY NUMBER(S)
BY SIGNING AND DATING BELOW. OR
DEPARTMENT OF THE TREASURY ------------------------
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER
----------------------------------------------------------------------------
PART 2--CERTIFICATES--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 for me) and (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.
----------------------------------------------------------------------------
PART 3--/ / Awaiting TIN
PART 4--/ / Exempt
-------------------------------------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 2 above if
IDENTIFICATION NUMBER (TIN) you have been notified by the IRS that you are subject to backup withholding
because of underreporting interest or dividends on your tax returns.
However, if after being notified by the IRS that you are 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 such item (2).
If you are exempt from backup withholding, check the box in Part 4 above.
SIGNATURE ------------------- DATE ------------------
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) 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 (b) 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 Depositary, 31% percent of all reportable
payments made to me will be withheld, but will be refunded to me if I
provide a certified Taxpayer Identification Number within 60 days.
SIGNATURE ------------------------ DATE --------------
--------------------------------------------------------------------------------
<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 if (1) this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction, includes any
participant in the Book-Entry Transfer Facility's systems whose name appears on
a security position listing as the owner of such Shares or Rights) of Shares or
Rights tendered herewith and such registered holder has not completed either the
box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" on this Letter of Transmittal or (2) such Shares and/or
Rights are tendered for the account of 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 (such participant, 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. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by shareholders either if (a) Share Certificates and/or Rights Certificates are
to be forwarded herewith or (b) unless an Agent's Message (as defined below) is
utilized, if delivery of Shares and/or Rights (if available) is to be made
pursuant to the procedures for book-entry transfer set forth in Section 3 of the
Offer to Purchase. For a holder validly to tender Shares or Rights pursuant to
the Offer, either (1) on or prior to the Expiration Date, (a) Share Certificates
representing tendered Shares and, prior to the Distribution Date, Rights, must
be received by the Depositary at one of its addresses set forth herein, or such
Shares and Rights must be tendered pursuant to the book-entry transfer
procedures set forth in Section 3 and a Book-Entry Confirmation (as defined in
the Offer to Purchase) must be received by the Depositary, (b) this Letter of
Transmittal (or a facsimile hereof), properly completed and duly executed,
together with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer of Shares and/or Rights, must be received
by the Depositary at one of such addresses and (c) any other documents required
by this Letter of Transmittal must be received by the Depositary at one of such
addresses or (2) the tendering shareholder must comply with the guaranteed
delivery procedures set forth below and in Section 3 of the Offer to Purchase.
If a Distribution Date has occurred, Rights Certificates, or Book-Entry
Confirmation of a transfer of Rights into the Depositary's account at the Book-
Entry Transfer Facility, if available (together with, if Rights are forwarded
separately from Shares, a properly completed and duly executed Letter of
Transmittal with any required signature guarantee, or an Agent's Message in the
case of a book-entry delivery, and any other documents required by this Letter
of Transmittal), must be received by the Depositary at one of its addresses set
forth herein prior to the Expiration Date or, if later, within three business
days after the date on which such Rights Certificates are distributed.
"Agent's Message" means a message transmitted by the Book-Entry Transfer
Facility to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation, that states that the Book-Entry Transfer Facility has received an
express acknowledgment from the participant in the Book-Entry Transfer Facility
tendering the Shares or Rights that such participant has received and agrees to
be bound by the terms of this Letter of Transmittal and that the Purchaser may
enforce such agreement against such participant.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, RIGHTS CERTIFICATES (IF
APPLICABLE), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION
AND SOLE RISK OF THE TENDERING SHAREHOLDER. SHARES AND RIGHTS 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 or Rights will be purchased. All tendering holders, by
execution of this Letter of Transmittal (or a facsimile thereof), waive any
right to receive any notice of the acceptance of their Shares and Rights for
payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares or Rights should be listed on a
separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares or Rights evidenced by any certificate
submitted are to be tendered, fill in the number of Shares and Rights that are
to be tendered in the box entitled "Number of Shares Tendered" and "Number of
Rights Tendered", respectively. In any such case, new certificate(s) for the
remainder of the Shares or Rights that were evidenced by the old certificate(s)
will be sent to the registered holder, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
acceptance for payment of, and payment for, the Shares and Rights tendered
herewith. All Shares and Rights represented by certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.
<PAGE>
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder of the Shares and
Rights tendered hereby, the signature must correspond with the name as written
on the face of the certificate(s) without any change whatsoever.
If any of the Shares or Rights tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares or Rights are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Purchaser of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of the
Shares or Rights listed and transmitted hereby, no endorsements of certificates
or separate stock powers are required with respect to such Shares or Rights
unless payment is to be made to, or certificates for Shares or Rights not
tendered or accepted for payment are to be issued to, a person other than the
registered holder(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If the certificates for Shares or Rights are registered in the name of a
person other than the signer of this Letter of Transmittal, or if payment is to
be made or certificates for Shares or Rights not tendered or not accepted for
payment are to be returned to a person other than the registered holder of the
certificates surrendered, the tendered certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered holder or holders appear on the certificates,
with the signatures on the certificates or stock powers guaranteed as aforesaid.
See Instruction 1.
6. STOCK TRANSFER TAXES. The Purchaser will pay any stock transfer taxes
with respect to the transfer and sale of Shares and Rights to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be made
to, or if certificates for Shares and/or Rights not tendered or accepted for
payment are to be registered in the name of, any person(s) other than the
registered holder(s), or if tendered certificates are registered in the name of
any person(s) other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered holder(s)
or such person(s)) payable on account of the transfer to such person(s) will be
deducted from the purchase price unless satisfactory evidence 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 CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, and/or certificates for Shares or Rights not accepted for
payment are to be returned to, a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to a person other than the signer of this Letter of Transmittal or to
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed.
8. WAIVER OF CONDITIONS. The Purchaser reserves the absolute right in its
sole discretion to waive any of the specified conditions of the Offer, in whole
or in part, at any time and from time to time, in the case of any Shares or
Rights tendered.
9. 31% BACKUP WITHHOLDING. In order to avoid backup withholding of U.S.
federal income tax on payments of cash pursuant to the Offer, a shareholder
surrendering Shares and/or Rights in the Offer must, unless an exemption
applies, provide the Depositary with such shareholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 in this Letter of
Transmittal and certify under penalties of perjury that such TIN is correct and
that such shareholder is not subject to backup withholding. If a shareholder
does not provide such shareholder's correct TIN or fails to provide the
certifications described above, the Internal Revenue Service (the "IRS") may
impose a penalty on such shareholder and payment of cash to such shareholder
pursuant to the Offer may be subject to backup withholding of 31%. All
shareholders surrendering Shares and/or Rights pursuant to the Offer should
complete and sign the main signature form and the Substitute Form W-9 to provide
the information and certification necessary to avoid backup withholding (unless
an applicable exemption exists and is proved in a manner satisfactory to the
Purchaser and the Depositary).
Backup withholding is not an additional tax. Rather, the amount of the
backup withholding can be credited against the U.S. federal income tax liability
of the person subject to the backup withholding, provided that the
<PAGE>
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the shareholder upon filing an
income tax return.
The shareholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares and Rights. If the Shares or Rights are held 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.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
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 backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
shareholder if a TIN is provided to the Depositary within 60 days.
Certain shareholders (including, among others, all corporations, individual
retirement accounts and certain foreign individuals and entities) are not
subject to backup withholding. Noncorporate foreign shareholders should complete
and sign the main signature form and a Form W-8, Certificate of Foreign Status,
a copy of which may be obtained from the Depositary, in order to avoid backup
withholding. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance may be directed to Innisfree M&A Incorporated (the "Information
Agent") or to Morgan Stanley & Co. Incorporated (the "Dealer Manager") at their
respective addresses listed 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 or from brokers, dealers, banks, trust
companies or other nominees.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares or Rights has been lost, destroyed or stolen, the
shareholder should promptly notify the transfer agent for the Shares,
ChaseMellon Shareholder Services, at (800) 522-6645. The holder 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.
IMPORTANT: IN ORDER FOR SHARES TO BE VALIDLY TENDERED PURSUANT TO THE OFFER,
(1) ON OR PRIOR TO THE EXPIRATION DATE (A) THIS LETTER OF TRANSMITTAL (OR A
FACSIMILE HEREOF), PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY
REQUIRED SIGNATURE GUARANTEES, MUST BE RECEIVED BY THE DEPOSITARY, OR IN THE
CASE OF A BOOK-ENTRY TRANSFER OF SHARES, AN AGENT'S MESSAGE MUST BE RECEIVED BY
THE DEPOSITARY, (B) ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL
MUST BE RECEIVED BY THE DEPOSITARY AND (C) EITHER SHARE CERTIFICATES
REPRESENTING TENDERED SHARES AND, PRIOR TO THE DISTRIBUTION DATE, RIGHTS MUST BE
RECEIVED BY THE DEPOSITARY OR SUCH SHARES AND RIGHTS MUST BE DELIVERED PURSUANT
TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER AND A BOOK-ENTRY CONFIRMATION MUST BE
RECEIVED BY THE DEPOSITARY, OR (2) THE TENDERING SHAREHOLDER MUST COMPLY WITH
THE PROCEDURES FOR GUARANTEED DELIVERY.
<PAGE>
THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF) PROPERLY COMPLETED AND
DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, CERTIFICATES FOR
SHARES AND/OR RIGHTS AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR
DELIVERED BY EACH SHAREHOLDER OF THE COMPANY OR SUCH SHAREHOLDER'S BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE
OF ITS ADDRESSES SET FORTH BELOW.
THE DEPOSITARY FOR THE OFFER IS:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
EquiServe EquiServe EquiServe
Corporate Actions Department c/o Securities Transfer and Corporate Actions Department
P.O. Box 842010 Reporting Services, Inc. 40 Campanelli Drive
Boston, MA 02284-2010 Attn: Corporate Actions Braintree, MA 02184
Department
100 William Street, Galleria
New York, NY 10038
</TABLE>
------------------------
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses set forth below.
Additional copies of the Offer to Purchase, this Letter of Transmittal and the
Notice of Guaranteed Delivery may be obtained from the Information Agent. You
may also contact your broker, dealer, bank, trust company or other nominee for
assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[INNISFREE, INC. LOGO]
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Please Call Toll-Free: (877) 750-5838
THE DEALER MANAGER FOR THE OFFER IS:
MORGAN STANLEY DEAN WITTER
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
(212) 761-6945
