<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
TRAVELNOW.COM INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 12, 2001
BY
WONSUB, INC.
A WHOLLY OWNED SUBSIDIARY OF
HOTEL RESERVATIONS NETWORK, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, FEBRUARY 9, 2001, UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
MELLON INVESTOR SERVICES LLC
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<S> <C> <C>
BY MAIL: BY HAND: BY OVERNIGHT:
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 120 Broadway 85 Challenger Road
South Hackensack, New Jersey 07606 13th Floor Mail Stop - Reorg.
New York, New York 10271 Ridgefield Park, New Jersey 07660
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CONFIRM BY TELEPHONE:
Daytime (201) 296-4860
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND
COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
This Letter of Transmittal is to be used by stockholders of TravelNow.com
Inc. if certificates for Shares (as such term is defined below) are to be
forwarded herewith or, unless an Agent's Message (as defined in Instruction 2
herein) is utilized, if delivery of Shares is to be made by book-entry transfer
to an account maintained by the Depositary at the Book-Entry Transfer Facility
(as defined in Instruction 2). Stockholders who deliver Shares by book-entry
transfer are referred to herein as "Book-Entry Stockholders."
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation (as
defined in Section 2 of the Offer to Purchase) with respect to, their Shares and
all other documents required hereby to the Depositary prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase) must tender their Shares
pursuant to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Wonsub, Inc., a Delaware corporation (the
"Purchaser") and a wholly-owned subsidiary of Hotel Reservations Network, Inc.,
a Delaware corporation ("HRN"), the below-described shares of common stock, par
value $0.01 per share (the "Shares"), of TravelNow.com Inc., a Delaware
corporation (the "Company"), pursuant to the Purchaser's offer to purchase all
of the outstanding Shares at a price of $4.16 per Share, net to the seller in
cash, without interest thereon (the "Offer Consideration") upon the terms and
subject to the conditions set forth in the Offer to Purchase dated January 12,
2001, and in this Letter of Transmittal (which, together with any amendments or
supplements thereto or hereto, collectively constitute the "Offer"). The
undersigned understands that the Purchaser reserves the right to assign, in
whole or from time to time in part, to HRN or to any direct or indirect
subsidiary of HRN the right to purchase all or any portion of the Shares
tendered pursuant to the Offer, but any such assignment will not relieve the
Purchaser of its obligations under the Offer and will in no way prejudice the
rights of tendering stockholders of the Company (the "Stockholders") to receive
payment for Shares validly tendered and accepted for payment pursuant to the
Offer. Receipt of the Offer is hereby acknowledged.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
January 3, 2001 (the "Merger Agreement"), by and among HRN, the Purchaser and
the Company.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance for payment of, and payment for, 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, the Purchaser all
right, title and interest in and to all the Shares that are being tendered
hereby and irrevocably constitutes and appoints the Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Shares, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest), to (a) deliver certificates
for such Shares, or transfer ownership of such Shares 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) present such Shares for transfer on the books of the Company,
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints any officer of the Purchaser, and any individual who shall thereafter
succeed to any such office of Purchaser, as the attorneys-in-fact and proxies of
the undersigned, each with full power of substitution and resubstitution, to
vote at any annual or special meeting of the Stockholders or any adjournment or
postponement thereof or otherwise in such manner as each such attorney-in-fact
and proxy or his substitute shall in his 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 substitute shall in his sole discretion deem
proper with respect to, and to otherwise act as each such attorney-in-fact and
proxy or his substitute shall in his sole discretion deem proper with respect
to, all of the Shares, tendered hereby and accepted for payment by the
Purchaser. This appointment will be effective if and when, and only to the
extent that, the Purchaser accepts such Shares for payment pursuant to the
Offer. This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for payment of such Shares in accordance with
the terms of the Offer. Such acceptance for payment shall, without further
action, revoke any prior powers of attorney and proxies granted by the
undersigned at any time with respect to such Shares, and no subsequent powers of
attorney, proxies, consents or revocations may be given by the undersigned with
respect thereto (and, if given, will not be deemed effective). The Purchaser
reserves the right to require that, in order for Shares to be deemed validly
tendered, immediately upon the Purchaser's acceptance for payment of such
Shares, the Purchaser must be able to exercise full voting, consent and other
rights with respect to such Shares, including voting at any meeting of the
stockholders of the Company.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby, 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 Shares complies with Rule 14e-4
under the Exchange Act, and that when the Shares are accepted for payment by the
Purchaser, the Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
the Shares will not be subject to any adverse claims. 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 the sale, assignment
and transfer of the Shares tendered hereby.
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, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned.
The undersigned understands that the valid tender 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 (and
if the Offer is extended or amended, the terms or conditions of any such
extension or amendment). Without limiting the foregoing, if the price to be paid
in the Offer is amended in accordance with the Merger Agreement, the price to be
paid to the undersigned will be the amended price notwithstanding the fact that
a different price is stated in this Letter of Transmittal. 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 under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased and/or return any
certificates for Shares not tendered or accepted for payment in the name(s) of
the registered holder(s) appearing under the heading "Important: Stockholder
Sign Here." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of all Shares
purchased and/or return any certificates for Shares not tendered or not accepted
for payment (and any accompanying documents, as appropriate) to the address(es)
of the registered holder(s) appearing under the heading "Important: Stockholder
Sign Here." 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 of all Shares purchased and/or return any certificates
evidencing Shares not tendered or not accepted for payment (and any accompanying
documents, as appropriate) in the name(s) of, and deliver such check and/or
return any such certificates (and any accompanying documents, as appropriate)
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 correct account at the Book-Entry Transfer Facility. 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.
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<CAPTION>
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DESCRIPTION OF SHARES TENDERED
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NAME AND ADDRESS OF REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST, IF ANY)
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NUMBER OF SHARES NUMBER OF
SHARE CERTIFICATE REPRESENTED BY SHARES
NUMBER(S) CERTIFICATE(S) TENDERED**
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<S> <C> <C> <C>
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TOTAL SHARES
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* NEED NOT BE COMPLETED BY BOOK ENTRY STOCKHOLDERS.
** UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES DESCRIBED ABOVE ARE BEING TENDERED.
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</TABLE>
METHOD OF DELIVERY
/ / CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
/ / 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 THE 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 of Registered Owner(s): _______________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
/ / IF ANY OF THE CERTIFICATES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, CHECK
THIS BOX AND SEE INSTRUCTION 11.
Please fill out the remainder of this Letter of Transmittal and indicate
here the number of Shares represented by the lost or destroyed certificates.
--------------------- (Number of shares of TravelNow.com Inc. Common Stock)
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for payment and/or the check for the purchase price of the Shares
accepted for payment are to be issued in the name of someone other than the
undersigned.
Issue / / check and/or / / certificates to:
(check appropriate boxes)
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
Tax Identification or
Social Security No.: _______________________________________________________
(COMPLETE SUBSTITUTE FORM W-9)
------------------------------------------------------------
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 7)
To be completed ONLY if check is to be delivered, or certificates for
Shares not tender or not purchased are to be delivered, to someone other
than the undersigned or to the undersigned at an address other than that
shown below.
Deliver / / check and/or / / certificates to:
(check appropriate boxes)
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
Tax Identification or
Social Security No.: _______________________________________________________
-----------------------------------------------(COMPLETE SUBSTITUTE FORM W-9)
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IMPORTANT
STOCKHOLDER SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9)
X __________________________________________________________________________
X __________________________________________________________________________
Must be signed by registered holder(s) exactly as name(s) appear on the
certificate(s) representing Shares or by person(s) authorized to become
registered holder(s) by properly endorsed certificates, stock powers and/or
documents transmitted. If signature is by attorney, executor, administrator,
trustee or guardian, agent or other person acting in a fiduciary or
representative capacity, please set forth full title and enclose supporting
documents. See Instruction 5.
Dated: _____________________________________________________________________
Name(s): ___________________________________________________________________
(PLEASE PRINT)
Capacity: __________________________________________________________________
(SEE INSTRUCTION 5)
Address: ___________________________________________________________________
Tax Identification or Social Security No.: _________
(COMPLETE SUBSTITUTE FORM W-9)
Area Code and Telephone No.: _______________________
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SIGNATURE GUARANTEE
(SEE INSTRUCTION 1 IF REQUIRED)
Authorized Signature: ______________________________________________________
Name: ______________________________________________________________________
(PLEASE PRINT)
Title: _____________________________________________________________________
(PLEASE PRINT)
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
Area Code and Telephone No.: _______________________________________________
Dated: _____________________________________________________________________
____________________________________________________________________________
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
To complete the Letter of Transmittal, you must do the following:
- Fill in the box entitled "Description of Shares Tendered;"
- Sign and date the Letter of Transmittal in the box entitled "Important:
Stockholder Sign Here;" and
- Fill in and sign in the box entitled "Substitute Form W-9."
In completing the Letter of Transmittal, you may (but are not required to)
also do the following:
- If you want the payment for any Shares issued in the name of another
person, complete the box entitled "Special Payment Instructions;"
- If you want any certificate for Shares not tendered or Shares not
purchased issued in the name of another person, complete the box entitled
"Special Payment Instructions;" and
- If you want any payment for Shares or certificates for Shares not tendered
or purchased delivered to an address other than that appearing under your
signature, complete the box entitled "Special Delivery Instructions."
(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 Instruction 1, includes
any participant in any of the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of the Shares) of Shares
tendered herewith, unless such registered holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal, or (b) if such Shares are tendered
for the account of a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents 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 SHARES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by Stockholders either
if Share certificates are to be forwarded herewith or, unless an Agent's Message
is utilized, if delivery of Shares is to be made by book-entry transfer pursuant
to the procedures set forth herein and in Section 3 of the Offer to Purchase.
For a Stockholder to validly tender Shares pursuant to the Offer, either: (a) a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof), together with any required signature guarantees or an
Agent's Message (in connection with book-entry transfer) and any other required
documents, must be received by the Depositary at one of its addresses set forth
herein prior to the Expiration Date and either (i) certificates for tendered
Shares must be received by the Depositary at one of such addresses prior to the
Expiration Date or (ii) Shares must be delivered pursuant to the procedures for
book-entry transfer set forth herein and in Section 3 of the Offer to Purchase
and a Book-Entry Confirmation must be received by the Depositary prior to the
Expiration Date, or (b) the tendering Stockholder must comply with the
guaranteed delivery procedures set forth herein and in Section 3 of the Offer to
Purchase.
Stockholders whose certificates for Shares are not immediately available or
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 procedures on a timely basis may tender their Shares by properly
completing and duly executing the Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth herein and in Section 3 of the Offer to
Purchase.
Pursuant to such guaranteed delivery procedures: (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, must be received by the Depositary prior to the Expiration Date,
and (c) the certificates for all tendered Shares, in proper form for transfer
(or the Book-Entry Confirmation with respect to all tendered Shares), together
with a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), with any required signature guarantees (or, in the
case of a book-entry transfer, an Agent's Message) and any other required
documents must be received by the Depositary within three trading days after the
date of execution of such Notice of Guaranteed Delivery. A "trading day" is any
day on which the Nasdaq Stock Market is open for business.
The term "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 that are subject to such Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Purchaser may enforce such
agreement against the participant.
The signatures on this Letter of Transmittal cover the Shares tendered
hereby.
The method of delivery of certificates, the Letter of Transmittal and all
other required documents, including delivery through the Book-Entry Transfer
Facility, is at the election and risk of the tendering Stockholder, and delivery
will be deemed made only when actually received by the Depositary. If delivery
is by mail, it is recommended that the Stockholder use properly insured
registered mail with return receipt requested. In all cases, sufficient time
should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering Stockholders, by executing
this Letter of Transmittal (or a manually signed facsimile thereof), waive any
right to receive any notice of acceptance of their Shares for payment.
(3) INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the
certificate numbers with respect to such Shares should be listed on a separate
signed schedule 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 that are to be tendered in the box entitled "Number of
Shares Represented by Certificates." In any such case, new certificate(s) for
the remainder of the Shares that were evidenced by the old certificates will be
sent to the registered holder, unless otherwise provided in the appropriate box
on this Letter of Transmittal, as soon as practicable after the Expiration Date
or the termination of the Offer. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
(5) SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Purchaser of the authority of such person so to act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share certificates or
separate stock powers are required unless payment or certificates for Shares not
tendered or not accepted for payment are to be issued in the name of a person
other than the registered holder(s). Signatures on any such Share certificates
or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the Share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share certificates. Signatures on any such
Share certificates or stock powers must be guaranteed by an Eligible
Institution.
(6) STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Purchaser will pay 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
certificates for Shares not tendered or not accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s) or such other person) payable
on account of the transfer to such other person will be deducted from the
purchase price of such Shares purchased unless evidence satisfactory to
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 certificates evidencing the Shares
tendered hereby.
(7) SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares accepted for payment is to be issued in the name of, and/or
Share certificates for Shares not accepted for payment or not tendered are to be
issued in the name of and/or returned to, a person other than the signer of this
Letter of Transmittal or if a check is to be sent, and/or such certificates are
to be returned, to a person other than the signer of this Letter of Transmittal,
or to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed. If a Stockholder delivers Shares by
book-entry transfer, any such Shares not purchased will be returned by crediting
the same account at the Book-Entry Transfer Facility 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 Information Agent or the Dealer Manager at
their respective addresses and phone numbers set forth herein. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal and the
Notice of Guaranteed Delivery may be directed to the Information Agent.
Stockholders may also contact their brokers, dealers, commercial banks, trust
companies or other nominees for assistance concerning the Offer.
(9) WAIVER OF CONDITIONS. Subject to the Merger Agreement, 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) BACKUP WITHHOLDING. In order to avoid "backup withholding" of federal
income tax on payments of cash pursuant to the Offer, a Stockholder surrendering
Shares in the Offer must, unless an exemption applies, provide the Depositary
with such Stockholder'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 Stockholder is not subject to
backup withholding.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the federal income tax liability
of the person subject to the backup withholding, provided that the required
information is given to the IRS. If backup withholding results in an overpayment
of tax, a refund can be obtained by the Stockholder upon filing an income tax
return.
Stockholders are required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. 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.
The box in Part III of the Substitute Form W-9 may be checked if the
tendering Stockholder 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 III is
checked, the Stockholder must also complete the "Certificate of Awaiting
Taxpayer Identification Number" in order to avoid backup withholding.
Notwithstanding that the box in Part III 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
Stockholder if a TIN is provided to the Depositary within 60 days.
Certain Stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign Stockholders should complete and sign the main signature
form and a Form W-8BEN, "Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding," 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.
(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 box immediately preceding the
Special Payment/Special Delivery Instructions 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 Share certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Share certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES
MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH
CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH
THE PROCEDURES FOR GUARANTEED DELIVERY CONTAINED HEREIN.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
Stockholder's correct taxpayer identification number on Substitute Form W-9
below. If such Stockholder is an individual, the taxpayer identification number
is his or her social security number. If a tendering Stockholder is subject to
backup withholding, such Stockholder must cross out Item (2) of the
Certification box on the Substitute Form W-9. If the Depositary is not provided
with the correct taxpayer identification number, the Stockholder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, payments
that are made to such Stockholder with respect to Shares purchased pursuant to
the Offer may be subject to backup withholding.
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, that Stockholder must submit a Form W-8BEN, signed under penalty of
perjury, attesting to that individual's exempt status. Such forms can be
obtained from the Depositary. Exempt Stockholders, other than foreign
individuals, should furnish their TIN, check the box marked "Exempt" in Part II
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, the Depositary is required to withhold 31% of
any payments made to the 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 taxpayer
identification number by completing the form contained herein certifying that
the taxpayer identification number provided on Substitute Form W-9 is correct
(or that such Stockholder is awaiting a taxpayer identification number).
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 owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report. 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 in the TIN in
Part 1, and sign and
<PAGE>
date the Substitute Form W-9. If "Applied For" is written in Part 1 and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% on all payments of the purchase price until a TIN is provided to
the Depositary.
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SUBSTITUTE PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT Part I--Social Security Number OR
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW Employer Identification Number
DEPARTMENT OF THE TREASURY -------------------------------------------- ------------------------
INTERNAL REVENUE SERVICE Name
PAYER'S REQUEST FOR TAXPAYER --------------------------------------------
IDENTIFICATION NUMBER (TIN) Business Name
Please check appropriate box
/ / Individual/Sole Proprietor
/ / Corporation
/ / Partnership
/ / Other
--------------------------------------------
Address
--------------------------------------------
City, State, Zip Code
----------------------------------
Part II--For Payees exempt from
backup withholding, see the
enclosed Guidelines for
Certification of Taxpayer
Identification Number on
Substitute Form W-9, check the
Exempt box below, and complete the
Substitute Form W-9.
Exempt / /
Part III
Awaiting TIN / /
Please complete the Certificate of
Awaiting Taxpayer Number below.
Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to
me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by
the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
Certification Instructions--You must cross out item (2) above if you have been notified by the IRS that you are subject to
backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by
the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer
subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9.)
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SIGNATURE: DATE:
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INSTRUCTIONS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX MARKED
"AWAITING TIN" IN PART III OF THE SUBSTITUTE FORM W-9.
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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 cash payments made to
me thereafter will be withheld until I provide a taxpayer identification number.
SIGNATURE: DATE:
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