<PAGE>
LETTER OF TRANSMITTAL
TO
TENDER OF SHARES OF COMMON STOCK
OF
CONVERGENT GROUP CORPORATION
PURSUANT TO THE OFFER TO PURCHASE,
DATED OCTOBER 27, 2000,
TO
CONVERGENT ACQUISITION SUB, INC.
A WHOLLY OWNED SUBSIDIARY
OF
CONVERGENT HOLDING CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
SCHLUMBERGER TECHNOLOGY CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME,
ON MONDAY, NOVEMBER 27, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the offer is:
CITIBANK, N.A.
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<S> <C> <C>
BY OVERNIGHT COURIER: BY HAND: BY MAIL:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
915 Broadway, 5th Floor Corporate Trust Window P.O. Box 685
Old Chelsea
New York, NY 10010 111 Wall Street, 5th Floor Station
New York, NY 10043 New York, NY 10113
BY FACSIMILE TRANSMISSION:
(212) 505-2248
CONFIRM BY TELEPHONE:
(800) 270-0808 (toll-free)
</TABLE>
PLEASE READ THE INSTRUCTION ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
<TABLE>
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DESCRIPTION OF SHARES OF CONVERGENT STOCK SURRENDERED
<CAPTION>
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SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S(ATTACH ADDITIONAL LIST IF NECESSARY)
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STOCK CERTIFICATE NUMBER OF SHARES NUMBER OF SHARES
NO(S)., REPRESENTED TENDERED
IF AVAILABLE* BY CERTIFICATE**
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<S> <C> <C> <C>
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</TABLE>
* Need not be completed by stockholders delivering shares of common stock of
Convergent Group Corporation by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all shares evidenced by
each certificate delivered to the Depositary are being tendered. See
Instruction 4.
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<PAGE>
Stockholders of Convergent Group Corporation must complete this Letter of
Transmittal either if certificates evidencing shares are to be forwarded with
this letter or if delivery of shares is to be made by book-entry transfer to an
account maintained by the Depositary at The Depositary Trust Company (unless an
Agent's Message is received with the book-entry transfer). DELIVERY OF DOCUMENTS
TO THE DEPOSITARY TRUST COMPANY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Stockholders whose certificates evidencing shares 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 in
"The Tender Offer--Terms of Our Offer; Expiration Date" of the Offer to
Purchase) 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 in "The Tender
Offer--Procedures for Accepting Our Offer and Tendering Shares" of the Offer to
Purchase. See Instruction 2.
/ / CHECK HERE IF YOU ARE TENDERING A COMMON STOCK CERTIFICATE ISSUED PRIOR TO
JULY 24, 2000.
/ / CHECK HERE IF YOU ARE TENDERING A COMMON STOCK CERTIFICATE ISSUED ON OR
AFTER JULY 24, 2000.
/ / CHECK HERE IF YOU ARE TENDERING A PREFERRED STOCK CERTIFICATE.
/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE DEPOSITARY TRUST COMPANY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket No. (if any): ________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
If delivery is by book-entry transfer, give the following information: _____
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE OF IT),
PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES (OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE) 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 PRIOR TO THE EXPIRATION DATE (AS
DEFINED IN THE OFFER TO PURCHASE). DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN
ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Convergent Acquisition Sub, Inc.
("Purchaser"), shares of common stock of Convergent Group Corporation
("Convergent"), pursuant to Purchaser's offer to purchase all shares of
Convergent common stock for a price of $8.00 per share, net to the seller in
cash, less any required withholding taxes and without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated
October 27, 2000, receipt of which is hereby acknowledged, and in this Letter of
Transmittal. The undersigned understands that Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to one or more of its
affiliates the right to purchase all or any portion of shares tendered pursuant
to the offer.
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), and
subject to, and effective upon, acceptance for payment of shares tendered
herewith, in accordance with the terms of the offer, the undersigned hereby
sells, assigns and transfers to or upon the order of Purchaser all right, title
and interest in and to all shares that are being tendered hereby and all
dividends, distributions (including, without limitation, distributions of
additional shares) and rights declared, paid or distributed in respect of those
shares on or after October 27, 2000 (collectively, "Distributions") and
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to the tendered shares (and all
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (1) deliver
certificates evidencing the tendered shares (and all Distributions), or transfer
ownership of the tendered shares (and all Distributions) on the account books
maintained by The Depositary Trust Company, together, in either case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (2) present the tendered shares (and all Distributions) for transfer
on the books of Convergent and (3) receive all benefits and otherwise exercise
all rights of beneficial ownership of the tendered shares (and all
Distributions), all in accordance with the terms of the offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints the designees of Purchaser or its nominee, as the attorney and proxy of
the undersigned, with full power of substitution, to vote in such manner as such
attorney and proxy or his, her or its substitute will, in his, her or its sole
discretion, deem proper and otherwise act (by written consent or otherwise) with
respect to all tendered shares which have been accepted for payment by Purchaser
prior to the time of such vote or other action and all shares and other
securities issued in Distributions in respect of the tendered shares, which the
undersigned is entitled to vote at any meeting of stockholders of Convergent
(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 tendered shares, is irrevocable and
is granted in consideration of, and is effective upon, the acceptance for
payment of the tendered shares by Purchaser in accordance with the terms of the
offer. Acceptance for payment will revoke all other proxies and powers of
attorney granted by the undersigned at any time with respect to the tendered
shares (and all shares and other securities issued in Distributions in respect
of the tendered shares), and no subsequent proxies, powers of attorney, consents
or revocations may be given by the undersigned with respect thereto (and if
given will not be deemed effective). The undersigned understands that, in order
for shares or Distributions to be deemed validly tendered, immediately upon
Purchaser's acceptance of the tendered shares for payment, Purchaser must be
able to exercise full voting and other rights with respect to the tendered
shares (and any and all Distributions), including, without limitation, voting at
any meeting of Convergent's stockholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer shares tendered hereby
and all Distributions, that when the tendered shares are accepted for payment by
Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges or encumbrances, and that none of the tendered shares and Distributions
will be subject to any adverse claim. The undersigned, upon request, will
execute and deliver all additional documents deemed by the Depositary or
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer to Purchaser of the tendered shares and all Distributions. In addition,
the undersigned will remit and transfer promptly to the Depositary for the
account of Purchaser all Distributions in respect of shares tendered hereby,
accompanied by appropriate documentation of transfer, and until receipt of
transfer or appropriate assurance of receipt and transfer, Purchaser will be
entitled to all rights and privileges as owner of each such Distribution and may
withhold the entire purchase price of the tendered shares, or deduct from the
purchase price, the amount or value of that Distribution as determined by
Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred will be affected by,
and all such authority will survive, the death or incapacity of the undersigned.
All obligations of the undersigned in this Letter of Transmittal will be binding
upon the heirs, executors, personal representatives, successors and assigns of
the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable. The undersigned understands that the valid tender of shares
pursuant to any one of the procedures described in "The Tender Offer--Procedures
for Accepting Our Offer and Tendering Shares" of the Offer to Purchase and in
the Instructions to this Letter of Transmittal will constitute the undersigned's
acceptance of the terms and conditions of the offer. Purchaser's
<PAGE>
acceptance of the tendered shares for payment will constitute a binding
agreement between the undersigned and 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).
Unless otherwise indicated below in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all shares
purchased and return all certificates evidencing shares not tendered or not
accepted for payment in the name(s) of the registered holder(s) appearing above
under "Description of Shares of Convergent Stock Tendered." Similarly, unless
otherwise indicated below in the box entitled "Special Delivery Instructions,"
please mail the check for the purchase price of all shares purchased and return
all certificates evidencing shares not tendered or not accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under "Description of Shares of Convergent Stock
Tendered" in this Letter of Transmittal. In the event that the boxes below
entitled "Special Payment Instructions" and "Special Delivery Instructions" are
both completed, please issue the check for the purchase price of all shares
purchased and return all certificates evidencing shares not tendered or not
accepted for payment in the name(s) of, and deliver such check and return such
certificates (and any accompanying documents, as appropriate) to, the person(s)
so indicated. Unless otherwise indicated below 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 Depositary Trust Company from which the tendered shares were deposited.
The undersigned recognizes that Purchaser has no obligation, pursuant to the
Special Payment Instructions, to transfer any shares from the name of the
registered holder(s) if Purchaser does not accept for payment any shares
tendered hereby.
<PAGE>
If you do not wish to have the check for the purchase price of the shares and
the certificate evidencing shares not tendered or not purchased issued in the
name of the record holder(s) of the shares of Convergent's common stock, please
complete the "Special Payment Instructions" below. If the check for the purchase
price of the tendered shares and the certificate evidencing shares not tendered
or not purchased are to be registered in the name of anyone other than the
registered holder or mailed to any person(s) other than the person(s) signing
this Letter of Transmittal, the certificate(s) must be endorsed and signatures
guaranteed.
--------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
FILL IN ONLY IF CHECK FOR THE PURCHASE PRICE OF THE SHARES AND THE CERTIFICATE
EVIDENCING SHARES NOT TENDERED OR NOT PURCHASED ARE TO BE ISSUED IN THE NAME OF
SOMEONE OTHER THAN THE REGISTERED HOLDER(S). PLEASE PRINT.
Name: __________________________________________________________________________
(First, Middle & Last Name)
Address: _______________________________________________________________________
(Number and Street)
________________________________________________________________________________
(City, State and Zip)
Tax Identification or Social Security Number: __________________________________
--------------------------------------------------------------------------------
If you wish to have the check delivered to someone other than the record
holder(s) or to an address other than the address specified in "Description of
Shares of Convergent Stock Surrendered" please complete the "Special Delivery
Instructions" below and the check will be mailed to the address(es) indicated.
--------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
FILL IN ONLY IF CHECK FOR THE PURCHASE PRICE OF SHARES PURCHASED AND
CERTIFICATES EVIDENCING SHARES NOT TENDERED OR NOT PURCHASED ARE TO BE DELIVERED
TO SOMEONE OTHER THAN THE UNDERSIGNED OR TO THE UNDERSIGNED AT AN ADDRESS OTHER
THAN THAT SHOWN ABOVE. PLEASE PRINT.
Deliver check(s) to:
Name: __________________________________________________________________________
(First, Middle & Last Name)
Address: _______________________________________________________________________
(Number and Street)
________________________________________________________________________________
(City, State and Zip)
Tax Identification or Social Security Number: __________________________________
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<PAGE>
IMPORTANT: ALL CONVERGENT STOCKHOLDERS SUBMITTING THIS LETTER OF TRANSMITTAL
MUST SIGN BELOW AND COMPLETE A SUBSTITUTE FORM W-9.
X_____________________________________Dated:____________________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificates or on a security position listing by person(s) authorized to become
registered holder(s) by certificates and documents transmitted herewith. If
signature is by a 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.)
Name(s): _______________________________________________________________________
Please Print
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
_______________________________________________________________________
Please Include Zip Code
Daytime Area Code and
Telephone No: __________________________________________________________________
Taxpayer Identification or
Social Security No.: ___________________________________________________________
(See Substitute Form W-9 on Reverse Side)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
Financial Institutions: Place Medallion Guarantee in Space Below
<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 which is a member of the Security Depositary
Medallion Signature Program, or by any other "eligible guarantor institution,"
as such term is defined in Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended (each of the foregoing being an "Eligible
Institution"), unless (a) this Letter of Transmittal is signed by the registered
holder(s) of shares (which term, for purposes of this document, will include any
participant in The Depositary Trust Company whose name appears on a security
position listing as the owner of shares) tendered hereby and such holder(s) has
(have) not completed the box entitled "Special Payment Instructions" or "Special
Delivery Instructions" on the reverse of this Letter of Transmittal or (b) the
shares are tendered for the account of an Eligible Institution. See Instruction
5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used either if certificates are to be forwarded with it or
if tenders are to be made pursuant to the procedures for tenders by book-entry
transfer pursuant to the procedure set forth in "The Tender Offer--Procedures
for Accepting Our Offer and Tendering Shares" of the Offer to Purchase.
Certificates evidencing all physically tendered shares, or a confirmation of a
book-entry transfer into the Depositary's account at The Depositary Trust
Company of all shares delivered by book-entry transfer, as well as a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile of it) and any other documents required by this Letter of Transmittal,
must be received by the Depositary at one of its addresses set forth below prior
to the Expiration Date (as defined in "The Tender Offer--Terms of Our Offer;
Expiration Date" of the Offer to Purchase). If certificates are forwarded to the
Depositary in multiple deliveries, a properly completed and duly executed Letter
of Transmittal must accompany each delivery.
Stockholders whose certificates are not immediately available, who cannot
deliver their certificates and all other required documents to the Depositary
prior to the Expiration Date or who cannot complete the procedure for delivery
by book-entry transfer on a timely basis may tender their shares pursuant to the
guaranteed delivery procedure described in "The Tender Offer--Procedures for
Accepting Our Offer and Tendering Shares" of the Offer to Purchase. That
procedure involves: (a) a tender that is by or through an Eligible Institution;
(b) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by Purchaser, must be received by the
Depositary prior to the Expiration Date; and (c) the certificates evidencing all
physically delivered shares in proper form for transfer by delivery, or a
confirmation of a book-entry transfer into the Depositary's account at The
Depositary Trust Company of all shares delivered by book-entry transfer, in each
case together with a Letter of Transmittal (or a facsimile of it), properly
completed and duly executed, with any required signature guarantees (or in the
case of a book-entry transfer, an Agent's Message (as defined in "The Tender
Offer--Procedures for Accepting Our Offer and Tendering Shares" of the Offer to
Purchase)) and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three trading days after the date of
execution of the Notice of Guaranteed Delivery, all as described in "The Tender
Offer--Procedures for Accepting Our Offer and Tendering Shares" of the Offer to
Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE DEPOSITARY TRUST
COMPANY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. 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 will be purchased. By execution of this Letter of Transmittal
(or a manually signed facsimile of it), 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 on this Letter of Transmittal
under "Description of Shares of Convergent Stock 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 to this Letter of Transmittal.
<PAGE>
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all shares evidenced by any certificate delivered to
the Depositary with this Letter of Transmittal are to be tendered, fill in the
number of shares that are to be tendered in the column entitled "Number of
Shares Tendered." In such cases, new certificate(s) evidencing the remainder of
shares that were evidenced by the certificates delivered to the Depositary with
this Letter of Transmittal will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the box entitled "Special Delivery
Instructions" on the reverse of this Letter of Transmittal, as soon as
practicable after the Expiration Date or the termination of the offer. All
shares evidenced by certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates evidencing the tendered shares without alteration,
enlargement or any other change whatsoever.
If any tendered shares are held of record by two or more persons, all of
those named persons must sign this Letter of Transmittal.
If any tendered shares are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of those tendered shares.
If this Letter of Transmittal is signed by the registered holder(s) of
tendered shares, no endorsements of certificates or separate stock powers are
required, unless payment is to be made to, or certificates evidencing shares not
tendered or not accepted for payment are to be issued in the name of, a person
other than the registered holder(s). If the Letter of Transmittal is signed by a
person other than the registered holder(s) of the certificate(s) evidencing
shares tendered, the tendered certificate(s) 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 the
certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of tendered shares, the certificate(s) evidencing tendered
shares must be endorsed or accompanied by appropriate stock powers, in either
case signed exactly as the name(s) of the registered holder(s) appear(s) on such
certificate(s). Signatures on such certificate(s) and stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate 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,
that person should so indicate when signing, and proper evidence satisfactory to
Purchaser of that person's authority so to act must be submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any shares to it or its order pursuant to the offer. If, however,
payment of the purchase price of any shares purchased is to be made to, or
certificate(s) evidencing shares not tendered or not accepted for payment are to
be issued 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 the 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 that other person will be
deducted from the purchase price of the tendered shares purchased, unless
evidence satisfactory to Purchaser of the payment of the taxes, or that the
transfer is not subject to tax, 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 tendered
shares.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any tendered shares is to be issued in the name of, and/or
certificate(s) evidencing shares not tendered or not accepted for payment are to
be issued in the name of and/or returned to, a person other than the person(s)
signing this Letter of Transmittal or if a check or any such certificate is to
be sent to a person other than the signor of this Letter of Transmittal or to
the person(s) signing this Letter of Transmittal but at an address other than
that shown in the box entitled "Description of Shares of Convergent Stock
Tendered" on the reverse of this Letter of Transmittal, the appropriate boxes on
this Letter of Transmittal must be completed.
<PAGE>
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 addresses or telephone numbers set forth
below. Additional copies of the Offer to Purchase, this Letter of Transmittal,
the Notice of Guaranteed Delivery and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 may be obtained from the
Information Agent.
9. SUBSTITUTE FORM W-9. Each holder surrendering certificates for payment
is required to provide the Depositary with a correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information," and to indicate whether the holder is subject to backup
withholding by checking the appropriate box in part 2 of the form. Each holder
must date and sign the Substitute W-9 in the spaces indicated. Failure to
provide the information on the form may subject the holder to a 31% federal
income tax withholding on the purchase price. The box in Part 3 of the form may
be checked if the holder has not been issued a TIN and has applied for a number
or intends to apply for a number in the near future. If the box in Part 3 is
checked, the Depositary will withhold 31% of all reportable payments that the
holder is otherwise entitled to receive until a TIN is provided to the
Depositary. If the holder provides a properly certified TIN within 60 days, the
Depositary will refund the withheld taxes upon the holder's request.
<PAGE>
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a stockholder whose tendered shares are
accepted for payment is generally required to provide the Depositary (as payer)
with the stockholder's correct TIN on Substitute Form W-9. If a stockholder is
an individual, the TIN generally is the stockholder's social security number. If
the Depositary is not provided with the correct TIN, the stockholder may be
subject to a penalty imposed by the Internal Revenue Service and payments that
are made to the stockholder with respect to shares purchased pursuant to the
offer may be subject to backup withholding of 31%. In addition, if a stockholder
makes a false statement that results in no imposition of backup withholding, and
there was no reasonable basis for making such statement, a penalty may also be
imposed by the Internal Revenue Service.
Many stockholders (including, among others, 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 individual must submit a statement (Internal Revenue Service
Form W-8), signed under penalties of perjury, attesting to that individual's
exempt status. Forms of those statements 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 tax advisor should be
consulted as to that stockholder's qualification for exemption from backup
withholding and the procedure for obtaining such exemption.
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 federal income 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 if the required
information is furnished to 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 in the offer, each stockholder is required to
notify the Depositary of such stockholder's correct TIN by completing the form
below certifying that (a) the TIN provided on Substitute Form W-9 is correct (or
that such stockholder is awaiting a TIN), and (b)(i) that stockholder has not
been notified by the Internal Revenue Service that he, she or it is subject to
backup withholding as a result of a failure to report all interest or dividends
or (ii) the Internal Revenue Service has notified the stockholder that the
stockholder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
Each stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of
tendered shares. If 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 holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, the box in Part 3 of
the Substitute W-9 should be checked. If the box in Part 3 is checked, the
Depositary will withhold 31% of all reportable payments that the holder is
otherwise entitled to receive until a TIN is provided to the Depositary. If the
holder provides a properly certified TIN within 60 days, the Depositary will
refund the withheld taxes upon the holder's request.
<PAGE>
PAYER'S NAME: CITIBANK, N.A.
<TABLE>
<C> <S> <C>
------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER Social Security Number
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. OR
Employer Identification
Number:
------------------------------------------------------------------------------------------------------------------------------
PART 2 -- Check one of the boxes below. I am (we are) NOT
subject to backup withholding under the Internal Revenue
Code because (a) I am (we are) exempt from backup
withholding, or (b) I (we) have not been notified that I am
(we are) subject to backup withholding as a result of
failure to report all interest or dividends, or (c) the
Internal Revenue Service has notified me (us) that I am (we
are) no longer subject to backup withholding.
/ / Correct / / Not Correct
------------------------------------------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT PART 3
TAXPAYER THE INFORMATION PROVIDED ON THIS FORM IS TRUE, Awaiting Taxpayer
IDENTIFICATION CORRECT AND COMPLETE. Identification
NUMBER Number
/ /
SIGNATURE:
DATE:
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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 because I have
not provided a taxpayer identification number, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number. If I provide a
properly certified taxpayer identification number within 60 days, you will
refund the tax if I so request.
___________________________ __________________________
Signature Date
--------------------------------------------------------------------------------
For assistance in completing this form, call the Depositary at (800) 270-0808
(toll-free) and also see Instruction 9 and the section entitled "Important Tax
Information."
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENT (IF ANY) MADE TO YOU WITH
RESPECT TO SHARES OF COMMON STOCK OF CONVERGENT SURRENDERED. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE>
Facsimiles of this Letter of Transmittal, properly completed and duly
signed, will be accepted. This Letter of Transmittal and certificates and any
other required documents should be sent or delivered by each stockholder or that
stockholder's broker, dealer, commercial bank, trust company or other nominee to
the Depositary at one of its addresses or to the facsimile number set forth
below.
The Depositary for the offer is:
CITIBANK, N.A.
<TABLE>
<S> <C> <C>
BY OVERNIGHT COURIER: BY HAND: BY MAIL:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
915 Broadway Corporate Trust Window P.O. Box 685
5th Floor 111 Wall Street, 5th Floor Old Chelsea Station
New York, NY 10010 New York, NY 10043 New York, NY 10113
BY FACSIMILE TRANSMISSION:
(212) 505-2248
CONFIRM BY TELEPHONE:
(800) 270-0808 (toll-free)
</TABLE>
Questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
listed 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. A stockholder may also contact brokers, dealers, commercial
banks or trust companies for assistance concerning the offer.
The Information Agent for the offer is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
Bank and Brokers Call Collect (212) 425-1685
All Others Call Toll-Free (800) 714-3305
The Dealer Manager for the offer is:
SALOMON SMITH BARNEY
388 Greenwich Street
New York, New York 10013
Call Toll-Free (877) 518-9871
