<PAGE>
EXHIBIT (a)(1)(C)
LETTER OF TRANSMITTAL
To Tender Shares Of Class A Common Stock
of
pcOrder.com, Inc.
Pursuant to the Offer to Purchase
Dated November 6, 2000
by
Trilogy Software, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, DECEMBER 6, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
By Mail: By Facsimile By Hand or Overnight
American Stock Transfer & Transmission: Courier:
Trust Company (718) 235-5001 American Stock Transfer &
59 Maiden Lane Trust Company
New York, New York 59 Maiden Lane
10038 Confirm by Telephone New York, New York 10038
Attn: Reorganization to: Attn: Reorganization
Department (718) 936-5100 Department
DESCRIPTION OF SHARES TENDERED
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank,
exactly as name(s)
appear(s) on Share Share Certificate(s) Enclosed
Certificate(s)) (Attach additional signed list if necessary)
-----------------------------------------------------------------------------------
Number of Shares
Share Certificate Represented by
Number(s)(1) Share Certificate(s)(1)
-------------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
Total Shares
</TABLE>
--------------------------------------------------------------------------------
(1) Need not be completed by stockholders delivering Shares by book-entry
transfer. Unless otherwise indicated, it will be assumed that all
Shares evidenced by each share certificate delivered to the Depositary
are being tendered hereby. See Instruction 4.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED
BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
<PAGE>
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 stockholders of
pcOrder.com, Inc. if either certificates evidencing Shares (as defined below)
are to be forwarded herewith or delivery of Shares is to be made by book-entry
transfer to an account maintained by the Depositary at the book-entry transfer
facility pursuant to the procedures described under "The Tender Offer--Section
3. Procedures for Tendering Shares" in the Offer to Purchase (as defined
below).
Stockholders whose certificates evidencing Shares ("Certificates") are not
immediately available or who cannot deliver their Certificates and all other
documents required hereby to the Depositary prior to the Expiration Date (as
defined under "The Tender Offer--Section 1. Terms of the Offer; Expiration
Date") or who cannot complete the procedure for delivery by book-entry transfer
on a timely basis and who wish to tender their Shares must do so pursuant to
the guaranteed delivery procedure described under "The Tender Offer--Section 3.
Procedures for Tendering Shares" in the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
NOTE: SIGNATURES MUST BE PROVIDED AT THE END OF THIS LETTER OF TRANSMITTAL.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
[_]CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED SHARES ARE BEING DELIVERED
BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY
TRANSFER FACILITY:
Name of Tendering Institution _______________________________________________
Account Number ______________________________________________________________
Transaction Code Number _____________________________________________________
[_]CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED SHARES ARE BEING TENDERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY:
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 delivery is by book-entry transfer, check box: [_]
Account Number ______________________________________________________________
Transaction Code Number _____________________________________________________
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Trilogy Software, Inc., a Delaware
corporation ("Trilogy"), all of the outstanding shares of Class A Common Stock,
par value $0.01 per share (the "Shares"), of pcOrder.com, Inc., a Delaware
corporation ("pcOrder"), at a purchase price of $6.375 per Share, net to the
seller in cash (such amount, or any greater amount per Share paid pursuant to
the Offer, being referred to herein as the "Offer Price"), without interest
thereon, upon the terms and subject to the conditions set forth in this Letter
of Transmittal and in the Offer to Purchase dated November 6, 2000 (the "Offer
to Purchase"), receipt of which is hereby acknowledged (which, as each may be
amended or supplemented from time to time, together constitute the "Offer").
The undersigned understands that Trilogy reserves the right to transfer or
assign, in whole, or from time to time in part, to one or more of its direct or
indirect wholly-owned subsidiaries, all or any portion of the issued and
outstanding Shares tendered pursuant to the Offer or the right to purchase all
or any portion of the issued and outstanding Shares tendered pursuant to the
Offer, but any such transfer or assignment will not relieve Trilogy 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 of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Trilogy all
right, title and interest in, to and under all of the Shares that are being
tendered hereby (and any and all non-cash dividends, distributions, rights,
other Shares or other securities issued or issuable in respect thereof on or
after November 6, 2000, if any (collectively, "Distributions")), and
irrevocably appoints the Depositary the true and lawful agent and attorney-in-
fact of the undersigned with respect to such Shares (and any 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 evidencing such Shares (and any and all Distributions), or
transfer ownership of such Shares (and any and all Distributions) on the
account books maintained by a book-entry transfer facility, together, in either
case, with all accompanying evidences of transfer and authenticity, to or upon
the order of Trilogy upon receipt by the Depositary, as the undersigned's
agent, of the Offer Price, (ii) present such Shares (and any and all
Distributions) for transfer on the books of pcOrder, 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.
The undersigned hereby irrevocably appoints Lance A. Jones, T. Patrick Kelly
and any other designee of Trilogy, and each of them, as the attorneys-in-fact
and proxies of the undersigned, each with full power of substitution and re-
substitution, to vote in such manner as each such attorney-in-fact and proxy or
his substitute shall, in his sole discretion, deem proper and otherwise act (by
written consent or otherwise) with respect to all of the Shares (and any and
all Distributions) tendered hereby that have been accepted for payment by
Trilogy prior to the time of such vote or other action and all Shares and other
securities issued in Distributions in respect of such Shares, that the
undersigned is entitled to vote at any meeting of stockholders of pcOrder
(whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise. This proxy and
power of attorney is coupled with an interest in the Shares tendered hereby, is
irrevocable, is granted in consideration of, and is effective upon, the
acceptance for payment of such Shares by Trilogy in accordance with the other
terms of the Offer. Such acceptance for payment shall, without further action,
revoke all other powers of attorney and proxies granted by the undersigned at
any time with respect to such Shares (and any and all Distributions), and no
subsequent power of attorney or proxy shall be given or written consent
executed (and if given or executed shall not be effective) by the undersigned
with respect thereto. The undersigned understands and acknowledges that, in
order for Shares to be deemed validly tendered, immediately upon Trilogy's
acceptance of such Shares for payment, Trilogy or Trilogy's designees must be
able to exercise full voting and other rights with respect to such Shares (and
any and all Distributions), including, without limitation, voting at any
meeting of pcOrder's stockholders then or thereafter scheduled.
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 all Distributions, that the undersigned owns the Shares tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that the tender of the
tendered Shares complies with Rule 14e-4 under the Exchange Act, and that when
the same are accepted for payment by Trilogy, Trilogy 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
3
<PAGE>
adverse claims. The undersigned, upon request, shall execute and deliver all
additional documents deemed by the Depositary or Trilogy to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby and all Distributions. In addition, the undersigned shall remit and
transfer promptly to the Depositary for the account of Trilogy all
Distributions, if any, in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and pending such remittance and transfer
or appropriate assurance thereof, Trilogy shall be entitled to all rights and
privileges as the 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 Trilogy in
its sole discretion.
No authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall be affected by, and all such authority shall survive, the
death or incapacity of the undersigned. All obligations of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. 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 the Offer to Purchase under "The Tender Offer--
Section 3. Procedures for Tendering Shares" and in the instructions hereto will
constitute the undersigned's acceptance of the terms and conditions of the
Offer (and if the Offer is extended or amended, the terms and conditions of any
such extension or amendment). Trilogy's acceptance of such Shares for payment
will constitute a binding agreement between the undersigned and Trilogy 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, Trilogy may not be required to accept for payment any of the Shares
tendered hereby.
Unless otherwise indicated in the box on page 5 entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and/or return any Certificates evidencing Shares not tendered or
accepted for payment (and any accompanying documents, as appropriate) in the
name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered." Similarly, unless otherwise indicated in the box on page 5
entitled "Special Delivery Instructions," please mail the check for the
purchase price of all Shares purchased and all Certificates evidencing Shares
not tendered or not 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 on page 5
entitled "Special Payment Instructions" and "Special Delivery Instructions" are
both completed, please issue the check for the purchase price of all Shares
purchased and/or return all Certificates evidencing Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) in the
name(s) of, and mail such check and return Certificates (and any accompanying
documents, as appropriate) to, the person(s) so indicated. Unless otherwise
indicated in the box entitled "Special Payment Instructions," please credit any
Shares tendered hereby and delivered 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 Trilogy has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if Trilogy does not
purchase any of the Shares tendered hereby.
[_]CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN. SEE
INSTRUCTION 11.
Number of Shares represented by lost, destroyed or stolen Certificates: _____
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS
Instructions 1, 4, 5, 6 and 7) (See Instructions 1, 4, 5, 6 and
7)
To be completed ONLY if the
check for the purchase price of To be completed ONLY if the
Shares (less the amount of any check for purchase price of
federal income and backup Shares purchased (less the amount
withholding tax required to be of any federal income and backup
withheld) accepted for payment is withholding tax required to be
to be issued in the name of withheld) or Certificates
someone other than the evidencing Shares not tendered or
undersigned, if Certificates not purchased are to be mailed to
evidencing Shares not tendered or someone other than the
not purchased are to be issued in undersigned or to the undersigned
the name of someone other than at an address other than that
the undersigned or if Shares shown under "Description of
tendered hereby and delivered by Shares Tendered."
book-entry transfer that are not
purchased are to be returned by
credit to an account maintained
at the book-entry transfer
facility other than the account
indicated above.
Mail:[_] Check
[_] Certificate(s) to:
Name: ____________________________
(Please Print)
Issue:[_] Check Address: _________________________
[_] Certificate(s) to:
__________________________________
Name: ____________________________
(Please Print) __________________________________
Address: _________________________ __________________________________
(Include Zip Code)
__________________________________
__________________________________
__________________________________ (Taxpayer Identification Or
Social Security Number)
__________________________________
(Include Zip Code) (SEE SUBSTITUTE FORM W-9 ON PAGE
11. SEE INSTRUCTION 10.)
__________________________________
(Taxpayer Identification Or
Social Security Number)
(SEE SUBSTITUTE FORM W-9 ON PAGE
11. SEE INSTRUCTION 10.)
[_] Credit Shares delivered by book-entry transfer and not purchased to the
book-entry transfer facility account.
Account Number: ______________________________________________________________
5
<PAGE>
IMPORTANT
STOCKHOLDERS: SIGN HERE
(Please Complete Substitute Form W-9 On Page 11. See Instruction 10.)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Signature(s) of Stockholder(s)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, please provide the following information and see
Instruction 5. For information concerning signature guarantees see Instruction
1.)
Date: __________________________________________________________________________
Name(s) ________________________________________________________________________
(Please Print)
Name of Firm ___________________________________________________________________
Capacity (full title) __________________________________________________________
(See Instruction 5)
Address ________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number (Business) ______________________________________
Area Code and Telephone Number (Home) __________________________________________
Taxpayer Identification or Social Security Number ______________________________
(See Substitute Form W-9 On Page 11. See Instruction 10.)
GUARANTEE OF SIGNATURE(S)
(If Required--See Instructions 1 and 5)
Authorized Signature(s) ________________________________________________________
Name ___________________________________________________________________________
(Please Print)
Name of Firm ___________________________________________________________________
(Please Print)
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number (Business) ______________________________________
Area Code and Telephone Number (Home) __________________________________________
Date: __________________________________________________________________________
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm that is a member of the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Guarantee Program or
the Stock Exchange Medallion Program or is otherwise an "Eligible Guarantor
Institution" (as such term is defined in Rule 17Ad-15 under the Exchange Act)
(each, an "Eligible Institution"), unless (i) this Letter of Transmittal is
signed by the registered holder(s) of Shares (which term, for the purposes of
this document, shall include any participant in a book-entry transfer facility
whose name appears on a security position listing as the owner of Shares)
tendered hereby and such holder(s) has (have) not completed either the box
entitled "Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on page 5 of this Letter of Transmittal or (ii) such Shares are
tendered for the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if
Certificates representing Shares are to be forwarded herewith to the Depositary
or if Shares are to be delivered by book-entry transfer pursuant to the
procedure set forth under "The Tender Offer--Section 3. Procedures for
Tendering Shares" in the Offer to Purchase. Certificates evidencing all
physically tendered Shares, or confirmation ("Book-Entry Confirmation") of any
book-entry transfer into the Depositary's account at The Depository Trust
Company, the book-entry transfer facility, of Shares delivered by book-entry as
well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) must be received by the Depositary at one of its addresses
set forth herein prior to the Expiration Date (as defined under "The Tender
Offer--Section 1. Terms of the Offer; Expiration Date" in the Offer to
Purchase). If Certificates representing Shares 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
representing 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 comply with the book-entry transfer procedure on
a timely basis may tender their Shares pursuant to the guaranteed delivery
procedures described under "The Tender Offer--Section 3. Procedures for
Tendering Shares" in the Offer to Purchase. Pursuant to such procedure, (i)
such tender must be made by or through an Eligible Institution, (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form provided by Trilogy, must be received by the Depositary (as provided in
(iii) below) prior to the Expiration Date and (iii) the Certificates evidencing
all physically delivered Shares in proper form for transfer by delivery (or
Book-Entry Confirmation with respect to such Shares), as well as a 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 Nasdaq
National Market System trading days after the date of execution of such Notice
of Guaranteed Delivery, all as described under "The Tender Offer--Section 3.
Procedures for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES
(REPRESENTING SHARES) AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND SOLE RISK OF THE
TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT
SUCH CERTIFICATES AND DOCUMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED,
WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED
TO INSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or facsimile hereof), all tendering stockholders 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, the number of Shares
evidenced by such Certificates and the number of Shares tendered should be
listed on a separate signed schedule and attached hereto.
7
<PAGE>
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer.) If fewer than all the Shares evidenced by any Certificate submitted
to the Depositary herewith are to be tendered hereby, fill in the number of
Shares that are to be tendered in the box entitled "Number of Shares
Represented by Share Certificate(s)." In such case, new Certificate(s)
evidencing the remainder of the Shares that were evidenced by the old
Certificate(s) 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" on page 5, as soon as practicable
after the Expiration Date. All Shares evidenced by the Certificates delivered
to the Depositary will be deemed to have been tendered unless otherwise
indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Certificate(s) evidencing such Shares without alternation,
enlargement or any change whatsoever.
If any Share tendered hereby is owned of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any Shares tendered hereby are registered in names of different holders,
it will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Certificates or separate stock
powers are required, unless payment is to be made to, or Certificates
evidencing Shares not tendered or 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
Certificates 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 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 the Certificate(s). Signatures on such
Certificate(s) or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer
of a corporation or any person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Trilogy of such person's authority so to act must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
Trilogy will pay or cause to be paid all stock transfer taxes with respect to
the transfer and sale of any Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price of any Shares purchased is to be
made to, or if Certificate(s) evidencing Shares not tendered or not purchased
are to be issued in the name of, a person other than the registered holder(s),
or if Certificate(s) evidencing tendered shares are registered in the name of
the person 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 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 Trilogy 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 and/or any Certificates are to
be returned to someone other than the signer above, or to the signer above but
at an address other than that shown in the box entitled "Description of Shares
Tendered," the appropriate "Special Payment Instructions" and "Special Delivery
Instructions" boxes on page 5 must be completed. Stockholders delivering Shares
tendered hereby by
8
<PAGE>
book-entry transfer may request that Shares not purchased be credited to such
account maintained at a book-entry transfer facility as such stockholder may
designate in the appropriate box. If no such instructions are given, all such
Shares not purchased will be returned by crediting the account at the book-
entry transfer facility designated herein as the account from which such Shares
were delivered.
8. Questions and Requests for Assistance or Additional Copies. Questions and
requests for assistance may be directed to the Information Agent or the Dealer
Manager at their respective telephone numbers and addresses set forth on the
back cover of this Letter of Transmittal. 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 Dealer Manager or from
brokers, dealers, commercial banks or trust companies.
9. Waiver of Conditions. Except as otherwise provided in the Offer to
Purchase and subject to the terms of the Merger Agreement, Trilogy reserves the
right in its sole discretion to waive in whole or in part at any time or from
time to time any of the specified conditions of the Offer or any defect or
irregularity in tender with regard to any Shares tendered.
10. Substitute Form W-9. The tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"), generally
the stockholder's social security or federal employer identification number, on
a Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify, under penalty of perjury, that such number is correct
and that such stockholder is not subject to backup withholding of federal
income tax. If a tendering stockholder is subject to backup withholding, he or
she must cross out item (2) of the "Certification" box on the Substitute Form
W-9, unless such stockholder has since been notified 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 a $50 penalty
imposed by the Internal Revenue Service ("IRS") and a 31% federal income tax
withholding on the payment of the purchase price of all Shares purchased from
such stockholder. 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,
such stockholder should write "Applied For" in the space provided for the TIN
in Part 1, sign and date the Substitute Form W-9 and sign and date the
Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is
written in Part I, the Depositary will be required to withhold 31% of all
payments made for surrendered shares except that if the Depositary is provided
with a TIN within 60 days, the amount of such withholding will be refunded to
the tendering stockholder.
11. Lost, Destroyed or Stolen Share Certificates. If any Certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by checking the appropriate box and indicating
the number of Shares lost. 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, destroyed or stolen Certificates have been followed.
12. Non-United States Holders. Non-United States holders must submit a
completed IRS Form W-8 or Form W-8BEN to avoid backup withholding. IRS Form W-8
or Form W-8BEN may be obtained by contacting the Depositary at one of the
addresses on the face of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES
AND 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 ON OR PRIOR TO THE EXPIRATION DATE
(AS DEFINED IN THE OFFER TO PURCHASE).
9
<PAGE>
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a stockholder surrendering
Certificates must, unless an exemption applies, provide the Depositary (as
payer) with such stockholder's correct TIN on Substitute Form W-9 included in
this Letter of Transmittal. If the stockholder is an individual, the
stockholder's TIN is the stockholder's social security number. If the correct
TIN is not provided, the stockholder may be subject to a $50 penalty imposed by
the Internal Revenue Service and payments of cash to the stockholder (or other
payee) 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 complete an IRS Form W-8 or Form W-8BEN, signed
under penalties of perjury, attesting to such individual's exempt status. Such
forms can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. A stockholder should consult his or her tax advisor as
to such stockholder's qualification for exemption from backup withholding and
the procedure for obtaining such exemption.
If federal backup withholding applies, the Depositary is required to
withhold 31% of any payment made to the stockholder. Backup withholding is not
an additional tax. Rather, the federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
Purpose Of Substitute Form W-9
To prevent federal backup withholding on payments that are made to a
stockholder with respect to Shares purchased pursuant to the Offer, the
stockholder is required to notify the Depositary of his or her correct TIN (or
the TIN of any other payee) by completing the Substitute Form W-9 included in
this Letter of Transmittal certifying (i) that the TIN provided on the
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN),
and that (ii) the stockholder is not subject to backup withholding because (a)
the stockholder has not been notified by the IRS that the stockholder is
subject to backup withholding as a result of a failure to report all interest
and dividends or (b) the IRS has notified the stockholder that the stockholder
is no longer subject to backup withholding.
What Number to Give the Depositary
The stockholder is required to give the Depositary the TIN, generally the
social security number or employer identification number, of the record holder
of the Shares tendered hereby. If the Shares 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. If the tendering stockholder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future, he or she should write "Applied For" in the space
provided for the TIN in Part I, sign and date the Substitute Form W-9 and sign
and date the Certificate of Awaiting Taxpayer Identification Number, which
appears in a separate box below the Substitute Form W-9. If "Applied For" is
written in Part I, the Depositary will be required to withhold 31% of all
payments made for surrendered Shares except that if the Depositary is provided
with a TIN within 60 days, the amount of such withholding will be refunded to
the tendering stockholder.
10
<PAGE>
PAYER'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
Part I--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND ----------------------
SUBSTITUTE CERTIFY BY SIGNING AND Social Security Number
Form W-9 DATING BELOW. IF AWAITING (If awaiting TIN write
TIN, CHECK THE BOX IN "Applied For")
Department of PART 3. OR
the Treasury ----------------------
Internal Employer Identification
Revenue Number
Service (If awaiting TIN write
"Applied For")
--------------------------------------------------------
Part 2--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
Payer's Request for (2) I am not subject to backup withholding because
Taxpayer (a) I am exempt from backup withholding, or (b) I
Identification have not been notified by the Internal Revenue
Number (TIN) Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
--------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must
cross out item (2) above if you have
been notified by the IRS that you are
currently subject to backup withhold-
ing because of under-reporting inter-
est or dividends on your tax returns.
However, if after being notified by
the IRS that you are subject to
backup withholding, you receive an- Part 3
other notification from the IRS that Awaiting
you are no longer subject to backup TIN [_]
withholding, do not cross out such
item (2). (Also see instructions in
the enclosed Guidelines).
Signature ______________ Date _______
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN 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 CHECKED
THE BOX IN PART 3 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 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 thereafter
may be withheld, but that such amounts may be refunded to me if I then
provide a Taxpayer Identification Number within 60 days.
Signature ______________________________________ Date ______________________
11
<PAGE>
Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent at its address and telephone numbers set
forth below:
The Information Agent for the Offer is:
[LOGO OF MACKENZIE PARTNERS INC.]
156 Fifth Avenue
New York, New York 10010
call collect (212) 929-5500
or
toll-free (800) 322-2885
Email: [email protected]
The Dealer Manager for the Offer is:
SG Cowen Securities Corporation
Four Embarcadero Center
Suite 1200
San Francisco, California 94111
Call Toll Free: (800) 858-9316 Ext. 7111
