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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 3)
(INFORMATION PURSUANT TO RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
----------------
CHOCK FULL O'NUTS CORPORATION
(NAME OF SUBJECT COMPANY)
BOLTS ACQUISITION CORPORATION
SARA LEE CORPORATION
(BIDDERS)
----------------
COMMON STOCK, PAR VALUE $.25 PER SHARE
7% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE APRIL 1, 2012
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE SEPTEMBER 15, 2006
(TITLE OF CLASS OF SECURITIES)
----------------
170268
170268AC0
170268AB2
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JANET LANGFORD KELLY, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
SARA LEE CORPORATION
THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602
TELEPHONE: (312) 726-2600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
CHARLES W. MULANEY, JR., ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE, SUITE 2300
CHICAGO, ILLINOIS 60606-1285
TELEPHONE: (312) 407-0700
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May 12, 1999
This statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D/A originally filed
with the Securities and Exchange Commission on May 7, 1999 (collectively, the
"Schedule 14D-1 & Schedule 13D") by Sara Lee Corporation, a Maryland
corporation ("Sara Lee"), and by CFN Acquisition Corporation, a New York
corporation ("Purchaser") and a wholly owned subsidiary of Sara Lee, in
connection with the offer to purchase (i) all of the outstanding shares of
common stock, par value $.25 per share, and the associated common stock
purchase rights (the "Rights") issued pursuant to the Amended and Restated
Rights Agreement, dated as of December 30, 1997, by and between Chock Full
O'Nuts Corporation, a New York corporation (the "Company"), and the American
Stock Transfer & Trust Company, as Rights Agent (such shares of common stock
and the associated Rights, collectively, the "Shares"), at a price of $10.50
per Share (the "Share Offer Price"), (ii) all of the outstanding 7%
Convertible Senior Subordinated Debentures due April 1, 2012 (the "7%
Debentures"), at a price of $1,275.82 per $1,000 principal amount, and (iii)
all of the outstanding 8% Convertible Subordinated Debentures due September
15, 2006 (the "8% Debentures" and, together with the 7% Debentures, the
"Convertible Debentures"), at a price of $1,344.43 per $1,000 principal
amount, of the Company, the respective offer prices being net to the seller
in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 7, 1999 (the "Offer
to Purchase") and in the applicable Letters of Transmittal (which, as they
may be amended or supplemented from time to time, together constitute the
"Offer").
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by replacing in their entirety the following
exhibits.
(a)(2)(b) Letter of Transmittal - 7% Debentures
(a)(2)(c) Letter of Transmittal - 8% Debentures
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Date: May 12, 1999
CFN ACQUISITION CORPORATION
By: /s/ R. Henry Kleeman
--------------------------------
Name: R. Henry Kleeman
Title: Vice President and Assistant
Secretary
SARA LEE CORPORATION
By: /s/ Ann E. Ziegler
--------------------------------
Name: Ann E. Ziegler
Title: Vice President - Corporate
Development
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
*1 Offer to Purchase dated May 7, 1999.
*2(a) Letter of Transmittal - Shares.
2(b) Letter of Transmittal - 7% Debentures.
2(c) Letter of Transmittal - 8% Debentures.
*3(a) Notice of Guaranteed Delivery - Shares.
*3(b) Notice of Guaranteed Delivery - 7% Debentures.
*3(c) Notice of Guaranteed Delivery - 8% Debentures.
*4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
*5 Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
*6 Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
*7 Summary Advertisement dated May 7, 1999.
*8 Press Release of Sara Lee dated May 4, 1999.
*9 Press Release of Sara Lee dated May 7, 1999.
</TABLE>
* Previously filed
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LETTER OF TRANSMITTAL
TO TENDER 7% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2012
OF
CHOCK FULL O'NUTS CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 7, 1999
OF
CFN ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
SARA LEE CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JUNE 4, 1999, UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST COMPANY OF NEW YORK
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<S> <C>
BY MAIL: BY OVERNIGHT DELIVERY:
Wall Street Station Receive Window, Wall Street Plaza
P.O. Box 1023 88 Pine Street, 19th Floor
New York, New York 10268-1023 New York, New York 10005
</TABLE>
BY FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(212) 701-7636
CONFIRM BY TELEPHONE:
(212) 701-7624
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE DOES 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.
This Letter of Transmittal is to be used by securityholders of Chock Full
O'Nuts Corporation if certificates for Debentures (as such term is defined
below) are to be forwarded herewith or, unless an Agent's Message (as defined in
Instruction 2 below) is utilized, if delivery of Debentures is to be made by
book-entry transfer to an account maintained by the Depositary at a Book-Entry
Transfer Facility (as defined in and pursuant to the procedures set forth in
Section 3 of the Offer to Purchase). Securityholders who deliver Debentures by
book-entry transfer are referred to herein as "Book-Entry Securityholders," and
other securityholders who deliver Debentures are referred to herein as
"Certificate Securityholders."
Securityholders whose certificates for Debentures are not immediately
available or who cannot deliver either the certificates for, or a Book-Entry
Confirmation (as defined in Section 3 of the Offer to Purchase) with respect to,
their Debentures 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 Debentures pursuant to the guaranteed delivery procedures set forth
in Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS
TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
<PAGE>
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
<TABLE>
<S> <C>
/ / CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT
ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER DEBENTURES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution
Account Number
Transaction Code Number
/ / CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution which Guaranteed Delivery
If delivered by Book-Entry Transfer, Account Number
Transaction Code Number
</TABLE>
<TABLE>
<CAPTION>
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DESCRIPTION OF DEBENTURES TENDERED
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<S> <C> <C> <C>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) DEBENTURES TENDERED
APPEAR(S) ON DEBENTURE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
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AGGREGATE
PRINCIPAL
AMOUNT AGGREGATE
OF DEBENTURE PRINCIPAL
DEBENTURE REPRESENTED BY AMOUNT
CERTIFICATE DEBENTURE OF DEBENTURES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
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TOTAL
DEBENTURES
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(1) NEED NOT BE COMPLETED BY BOOK-ENTRY SECURITYHOLDERS.
(2) UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL OF THE AGGREGATE PRINCIPAL AMOUNT OF
DEBENTURES REPRESENTED BY DEBENTURE
CERTIFICATES DELIVERED TO THE DEPOSITARY ARE BEING TENDERED HEREBY. SEE INSTRUCTION 4.
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</TABLE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to CFN Acquisition Corporation, a New York
corporation ("Purchaser") and a wholly owned subsidiary of Sara Lee Corporation,
a Maryland corporation ("Parent"), the above-described 7% Convertible Senior
Subordinated Debentures due April 1, 2012 (the "Debentures") of Chock Full
O'Nuts Corporation, a New York corporation (the "Company"), pursuant to
Purchaser's offer to purchase all of the outstanding Debentures at a price of
$1,275.82 per $1,000 principal amount, net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 7, 1999 (the "Offer to
Purchase"), and in this Letter of Transmittal (which, together with any
amendments or supplements thereto or hereto, collectively constitute the
"Offer"). The undersigned understands that Purchaser reserves the right to
transfer or assign, in whole at any time, or in part from time to time, to one
or more of its affiliates, the right to purchase all or any portion of the
Debentures tendered pursuant to the Offer, but any such transfer or assignment
will not relieve Purchaser of its obligations under the Offer and will in no way
prejudice the rights of tendering securityholders to receive payment for
Debentures validly tendered and accepted for payment pursuant to the Offer.
Receipt of the Offer is hereby acknowledged.
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
Debentures 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 the Debentures that are
being tendered hereby (and any and all other securities issued or issuable in
respect thereof on or after May 7, 1999) and irrevocably constitutes and
appoints the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Debentures (and any such other securities),
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) deliver certificates for
such Debentures (and any and all such other securities), or transfer ownership
of such Debentures (and any and all such other securities) 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
Purchaser, (ii) present such Debentures (and any and all such other securities)
for transfer on the books of the Company, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Debentures (and
any and all such other securities), all in accordance with the terms of the
Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Janet Langford Kelly and R. Henry Kleeman, in their respective
capacities as officers of Purchaser, and any individual who shall thereafter
succeed to any such office of Purchaser, and each of them, the attorneys-in-fact
and proxies of the undersigned, each with full power of substitution, to vote at
any annual or special meeting of the Company's shareholders 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 Debentures (and any and all such other
securities) tendered hereby and accepted for payment by Purchaser. This
appointment will be effective if and when, and only to the extent that,
Purchaser accepts such Debentures 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 Debentures 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 Debentures (and any and all such other securities), 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). Purchaser reserves the right to require that, in order for
Debentures to be deemed validly tendered, immediately upon Purchaser's
acceptance for payment of such Debentures, Purchaser must be able to exercise
full voting, consent and other rights with respect to such Debentures (and any
and all such other securities), including, upon conversion of the Debentures
into Shares, voting at any meeting of the Company's shareholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Debentures tendered
hereby (any and all other securities issued or issuable in respect thereof on or
after May 7, 1999), that the undersigned owns the Debentures 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
Debentures complies with Rule 14e-4 under the Exchange Act, and that when the
same are accepted for payment by Purchaser, Purchaser will acquire good,
marketable and unencumbered title thereto (and to any and all such other
securities), free and clear of all liens, restrictions, charges and encumbrances
and the same will not be subject to any adverse claims. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Depositary or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Debentures tendered hereby (and any and all such
other securities).
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. Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that the valid tender of Debentures 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 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 Offer, 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,
Purchaser may not be required to accept for payment any of the Debentures
tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Debentures purchased and/or return
any certificates for Debentures not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing above under "Description of
Debentures Tendered." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price of all
Debentures purchased and/or return any certificates for Debentures 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 Debentures Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the
<PAGE>
purchase price of all Debentures purchased and/or return any certificates
evidencing Debentures 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. The undersigned recognizes that
Purchaser has no obligation, pursuant to the "Special Payment Instructions," to
transfer any Debentures from the name of the registered holder thereof if
Purchaser does not accept for payment any of the Debentures so tendered.
<PAGE>
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING DEBENTURES THAT YOU OWN
HAVE BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.
AGGREGATE PRINCIPAL AMOUNT OF DEBENTURES REPRESENTED BY LOST, DESTROYED OR
STOLEN CERTIFICATES: _____________________________________________________
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Debentures
accepted for payment is to be issued in name of someone other than the
undersigned, if certificates for Debentures not tendered or not accepted for
payment are to be issued in the name of someone other than the undersigned.
Issue check and/or Debenture certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Debentures not tendered or not
accepted for payment and/or the check for the purchase price of Debentures
accepted for payment is to be sent to someone other than the undersigned or
to the undersigned at an address other than that shown under "Description of
Debentures Tendered."
Mail check and/or Debenture certificates to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
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<PAGE>
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SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
____________________________________________________________________________
____________________________________________________________________________
(SIGNATURE(S) OF SECURITYHOLDER(S))
Dated: _______, 1999
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Debenture 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.)
Name(s) ____________________________________________________________________
(PLEASE PRINT)
Name of Firm _______________________________________________________________
Capacity (full title) ______________________________________________________
(SEE INSTRUCTION 5)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
Taxpayer Identification or Social Security Number __________________________
(SEE
SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature _______________________________________________________
Name(s) ____________________________________________________________________
(PLEASE PRINT)
Title ______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
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<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in the Book-Entry Transfer Facility's system whose name appears on a
security position listing as the owner of the Debentures) of Debentures 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 Debentures are
tendered for the account of a financial institution (including most commercial
banks, savings and loan associations and brokerage houses) that is a participant
in the Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(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 DEBENTURES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by securityholders of
the Company either if Debenture certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if delivery of Debentures 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 securityholder validly to tender
Debentures pursuant to the Offer, either (a) a properly completed and duly
executed Letter of Transmittal (or 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 Debentures must be received by the
Depositary at one of such addresses prior to the Expiration Date or (ii)
Debentures 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 securityholder must comply with the guaranteed delivery
procedures set forth herein and in Section 3 of the Offer to Purchase.
Securityholders whose certificates for Debentures 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
Debentures by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth herein and in
Section 3 of the Offer to Purchase.
Pursuant to such guaranteed delivery procedures, (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
Purchaser, must be received by the Depositary prior to the Expiration Date and
(iii) the certificates for all tendered Debentures, in proper form for transfer
(or a Book-Entry Confirmation with respect to all Debentures tendered by
book-entry transfer), together with a properly completed and duly executed
Letter of Transmittal (or a 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 New York Stock Exchange 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, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Debentures, that such participant has received
and agrees to be bound by the terms of the Letter of Transmittal and that
Purchaser may enforce such agreement against the participant.
The signatures on this Letter of Transmittal cover the Debentures tendered
hereby.
THE METHOD OF DELIVERY OF THE DEBENTURES, THIS 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 SECURITYHOLDER. THE
DEBENTURES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. All
tendering securityholders, by executing this Letter of Transmittal (or facsimile
thereof), waive any right to receive any notice of acceptance of their
Debentures for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Debentures Tendered" is inadequate, the aggregate principal amount of Debentures
tendered and the Debenture certificate numbers with respect to such Debentures
should be listed on a separate signed schedule attached hereto.
4. PARTIAL TENDERS. (NOT APPLICABLE TO SECURITYHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If less than the entire principal amount of the Debentures
evidenced by any Debenture certificate delivered to the Depositary herewith is
to be tendered hereby, fill in the principal amount of Debentures that is to be
tendered in the box entitled "Principal Amount of Debentures Tendered." In any
such case, new certificate(s) for the remainder of the principal amount of
Debentures that was 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. The entire principal amount of Debentures represented
by certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the
Debentures 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 Debentures 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 Debentures 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 Debenture certificate or bond 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
<PAGE>
should so indicate when signing, and proper evidence satisfactory to 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
Debentures listed and transmitted hereby, no endorsements of Debenture
certificates or separate bond powers are required unless payment or certificates
for Debentures 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
Debenture certificates or bond 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 Debentures evidenced by certificates listed and
transmitted hereby, the Debenture certificates must be endorsed or accompanied
by appropriate bond powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Debenture certificates. Signature(s) on
any such Debenture certificates or bond powers must be guaranteed by an Eligible
Institution.
6. SECURITY TRANSFER TAXES. Except as otherwise provided in this
Instruction 6, Purchaser will pay all security transfer taxes with respect to
the transfer and sale of any Debentures to it or its order pursuant to the
Offer. If, however, payment of the purchase price of any Debentures purchased is
to be made to, or if certificates for Debentures 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 security 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 Debentures 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 DEBENTURE CERTIFICATES EVIDENCING THE
DEBENTURES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS; WIRE TRANSFERS. If a check
for the purchase price of any Debentures accepted for payment is to be issued in
the name of, and/or Debenture certificates for a principal amount of Debentures
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 no such instructions are given, any such principal amount of
Debentures not purchased will be returned by crediting the account at the
Book-Entry Transfer Facility designated above as the account from which such
Debentures were delivered.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or 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
directed to the Information Agent, at the address or telephone numbers set forth
below, or from brokers, dealers, commercial banks or trust companies.
9. WAIVER OF CONDITIONS. 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 Debentures
tendered.
10. BACKUP WITHHOLDING. In order to avoid "backup withholding" of federal
income tax on payments of cash pursuant to the Offer, a securityholder
surrendering Debentures in the Offer must, unless an exemption applies, provide
the Depositary with such securityholder'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 securityholder 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 securityholder upon filing an income tax
return.
The securityholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Debentures. If the Debentures are held in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
securityholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
securityholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
securityholder if a TIN is provided to the Depositary within 60 days.
Certain securityholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign securityholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for more instructions.
11. LOST, DESTROYED OR STOLEN DEBENTURE CERTIFICATES. If any
certificate(s) representing Debentures has been lost, destroyed or stolen, the
securityholder should promptly notify the Depositary, and check the box
immediately preceding the special payment/ special delivery instructions and
indicate the principal amount of Debentures lost. The securityholder will then
be instructed as to the steps that must be taken in order to replace the
Debenture certificate(s). This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost, destroyed or stolen
Debenture certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR 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
DEBENTURES MUST BE RECEIVED BY THE DEPOSITARY OR DEBENTURES MUST BE
<PAGE>
DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR
TO THE EXPIRATION DATE, OR THE TENDERING SECURITYHOLDER MUST COMPLY WITH THE
PROCEDURES FOR GUARANTEED DELIVERY.
<PAGE>
IMPORTANT TAX INFORMATION
Under Federal income tax law, a securityholder whose tendered Debentures are
accepted for payment is required to provide the Depositary (as payer) with such
securityholder's correct taxpayer identification number on Substitute Form W-9
below. If such securityholder is an individual, the taxpayer identification
number is his social security number. If a tendering securityholder is subject
to backup withholding, such securityholder 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 securityholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such securityholder with respect to Debentures
purchased pursuant to the Offer may be subject to backup withholding.
Certain securityholders (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 securityholder must submit a statement, signed under
penalties of perjury, attesting to that securityholder's exempt status. Such
statements can be obtained from the Depositary. Exempt securityholders, other
than foreign securityholders, should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9 below, and sign, date and return the Substitute
Form W-9 to the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the securityholder. 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 securityholder
with respect to Debentures purchased pursuant to the Offer, the securityholder
is required to notify the Depositary of such securityholder'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 securityholder is awaiting a taxpayer identification number).
WHAT NUMBER TO GIVE THE DEPOSITARY
The securityholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Debentures.
If the Debentures 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 securityholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the near future,
such securityholder should write "Applied For" in the space provided for in the
TIN in Part 1, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN by the time of
payment of the purchase price, the Depositary will withhold 31% on all payments
of the purchase price. However, such amounts will be refunded to such
securityholder if a TIN is provided to the Depositary within 60 days.
<PAGE>
<TABLE>
<C> <S> <C>
- --------------------------------------------------------------------------------------------------------------
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
------------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN IN THE ------------------------
BOX AT RIGHT AND CERTIFY BY SIGNING AND Social Security Number
DATING BELOW (If awaiting TIN write
"Applied For")
OR
---------------------------
</TABLE>
SUBSTITUTE
<TABLE>
<C> <S> <C>
Employer Identification Number
(If awaiting TIN write
</TABLE>
FORM W-9
<TABLE>
<C> <S> <C>
"Applied For")
------------------------------------------------------------------------
</TABLE>
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
<TABLE>
<C> <S> <C>
PART 2--CERTIFICATE--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued for me), and
(2) I am not subject to backup withholding because: (a) I
am exempt from backup withholding, or (b) I have not been notified
by the Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer subject
to backup withholding.
------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
</TABLE>
PAYER'S REQUEST FOR
<TABLE>
<C> <S> <C>
withholding because of under-reporting interest or dividends on your tax
returns.
</TABLE>
TAXPAYER IDENTIFICATION
<TABLE>
<C> <S> <C>
However, if after being notified by the IRS that you are subject to
backup
</TABLE>
NUMBER ("TIN")
<TABLE>
<C> <S> <C>
withholding, you receive another notification from the IRS that you are
no longer subject to backup withholding, do not cross out such item (2).
(Also see instructions in the enclosed Guidelines).
SIGNATURE DATE , 1999
------------------------------------------------------------------------
Part 3--Awaiting TIN
------------------------------------------------------------------------------------------------------------
</TABLE>
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 to the Depositary by the time of
payment, 31% of all reportable payments made to me thereafter will be
withheld, but that such amounts will be refunded to me if I provide a
certified Taxpayer Identification Number to the Depositary within
sixty (60) days.
<TABLE>
<S> <C>
, 1999
Signature Date
</TABLE>
<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 AS SET FORTH BELOW:
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
(212) 754-8000 (Call Collect)
(800) 662-5200 (Banks And Brokers)
(800) 566-9061 (All Others Call Toll Free)
THE DEALER MANAGER FOR THE OFFER IS:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000 (Call Collect)
(800) 323-5678 (Call Toll Free)
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER 8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2006
OF
CHOCK FULL O'NUTS CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 7, 1999
OF
CFN ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
SARA LEE CORPORATION
-------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JUNE 4, 1999, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C>
BY MAIL: BY OVERNIGHT DELIVERY:
Wall Street Station Receive Window, Wall Street Plaza
P.O. Box 1023 88 Pine Street, 19th Floor
New York, New York 10268-1023 New York, New York 10005
</TABLE>
BY FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(212) 701-7636
CONFIRM BY TELEPHONE:
(212) 701-7624
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE DOES 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.
This Letter of Transmittal is to be used by securityholders of Chock Full
O'Nuts Corporation if certificates for Debentures (as such term is defined
below) are to be forwarded herewith or, unless an Agent's Message (as defined in
Instruction 2 below) is utilized, if delivery of Debentures is to be made by
book-entry transfer to an account maintained by the Depositary at a Book-Entry
Transfer Facility (as defined in and pursuant to the procedures set forth in
Section 3 of the Offer to Purchase). Securityholders who deliver Debentures by
book-entry transfer are referred to herein as "Book-Entry Securityholders," and
other securityholders who deliver Debentures are referred to herein as
"Certificate Securityholders."
Securityholders whose certificates for Debentures are not immediately
available or who cannot deliver either the certificates for, or a Book-Entry
Confirmation (as defined in Section 3 of the Offer to Purchase) with respect to,
their Debentures 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 Debentures pursuant to the guaranteed delivery procedures set forth
in Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS
TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
<PAGE>
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
<TABLE>
<S> <C>
/ / CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT
ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER DEBENTURES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution
Account Number
Transaction Code Number
/ / CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution which Guaranteed Delivery
If delivered by Book-Entry Transfer, Account Number
Transaction Code Number
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
DESCRIPTION OF DEBENTURES TENDERED
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) DEBENTURES TENDERED
APPEAR(S) ON DEBENTURE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------
AGGREGATE
PRINCIPAL
AMOUNT AGGREGATE
OF DEBENTURE PRINCIPAL
DEBENTURE REPRESENTED BY AMOUNT
CERTIFICATE DEBENTURE OF DEBENTURES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
- ------------------------------------------------------------------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
TOTAL
DEBENTURES
- ------------------------------------------------------------------------------------------------------
(1) NEED NOT BE COMPLETED BY BOOK-ENTRY SECURITYHOLDERS.
(2) UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL OF THE AGGREGATE PRINCIPAL AMOUNT OF
DEBENTURES REPRESENTED BY DEBENTURE
CERTIFICATES DELIVERED TO THE DEPOSITARY ARE BEING TENDERED HEREBY. SEE INSTRUCTION 4.
--------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to CFN Acquisition Corporation, a New York
corporation ("Purchaser") and a wholly owned subsidiary of Sara Lee Corporation,
a Maryland corporation ("Parent"), the above-described 8% Convertible
Subordinated Debentures due September 15, 2006 (the "Debentures") of Chock Full
O'Nuts Corporation, a New York corporation (the "Company"), pursuant to
Purchaser's offer to purchase all of the outstanding Debentures at a price of
$1,344.43 per $1,000 principal amount, net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 7, 1999 (the "Offer to
Purchase"), and in this Letter of Transmittal (which, together with any
amendments or supplements thereto or hereto, collectively constitute the
"Offer"). The undersigned understands that Purchaser reserves the right to
transfer or assign, in whole at any time, or in part from time to time, to one
or more of its affiliates, the right to purchase all or any portion of the
Debentures tendered pursuant to the Offer, but any such transfer or assignment
will not relieve Purchaser of its obligations under the Offer and will in no way
prejudice the rights of tendering securityholders to receive payment for
Debentures validly tendered and accepted for payment pursuant to the Offer.
Receipt of the Offer is hereby acknowledged.
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
Debentures 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 the Debentures that are
being tendered hereby (and any and all other securities issued or issuable in
respect thereof on or after May 7, 1999) and irrevocably constitutes and
appoints the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Debentures (and any such other securities),
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) deliver certificates for
such Debentures (and any and all such other securities), or transfer ownership
of such Debentures (and any and all such other securities) 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
Purchaser, (ii) present such Debentures (and any and all such other securities)
for transfer on the books of the Company, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Debentures (and
any and all such other securities), all in accordance with the terms of the
Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Janet Langford Kelly and R. Henry Kleeman, in their respective
capacities as officers of Purchaser, and any individual who shall thereafter
succeed to any such office of Purchaser, and each of them, the attorneys-in-fact
and proxies of the undersigned, each with full power of substitution, to vote at
any annual or special meeting of the Company's shareholders 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 Debentures (and any and all such other
securities) tendered hereby and accepted for payment by Purchaser. This
appointment will be effective if and when, and only to the extent that,
Purchaser accepts such Debentures 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 Debentures 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 Debentures (and any and all such other securities), 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). Purchaser reserves the right to require that, in order for
Debentures to be deemed validly tendered, immediately upon Purchaser's
acceptance for payment of such Debentures, Purchaser must be able to exercise
full voting, consent and other rights with respect to such Debentures (and any
and all such other securities), including, upon conversion of the Debentures
into Shares, voting at any meeting of the Company's shareholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Debentures tendered
hereby (and any and all other securities issued or issuable in respect thereof
on or after May 7, 1999), that the undersigned owns the Debentures 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 Debentures complies with Rule 14e-4 under the Exchange Act, and that
when the same are accepted for payment by Purchaser, Purchaser will acquire
good, marketable and unencumbered title thereto (and to any and all such other
securities), free and clear of all liens, restrictions, charges and encumbrances
and the same will not be subject to any adverse claims. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Depositary or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Debentures tendered hereby (and to any and all
such other securities).
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. Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that the valid tender of Debentures 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 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 Offer, 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,
Purchaser may not be required to accept for payment any of the Debentures
tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Debentures purchased and/or return
any certificates for Debentures not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing above under "Description of
Debentures Tendered." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price of all
Debentures purchased and/or return any certificates for Debentures 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 Debentures Tendered." In the event that the boxes
<PAGE>
entitled "Special Payment Instructions" and "Special Delivery Instructions" are
both completed, please issue the check for the purchase price of all Debentures
purchased and/or return any certificates evidencing Debentures 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. The
undersigned recognizes that Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Debentures from the name of the
registered holder thereof if Purchaser does not accept for payment any of the
Debentures so tendered.
<PAGE>
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING DEBENTURES THAT YOU OWN
HAVE BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.
AGGREGATE PRINCIPAL AMOUNT OF DEBENTURES REPRESENTED BY LOST, DESTROYED OR
STOLEN CERTIFICATES: _____________________________________________________
- -----------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Debentures
accepted for payment is to be issued in name of someone other than the
undersigned, if certificates for Debentures not tendered or not accepted for
payment are to be issued in the name of someone other than the undersigned.
Issue check and/or Debenture certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
- ------------------------------------------------------------
- ------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Debentures not tendered or not
accepted for payment and/or the check for the purchase price of Debentures
accepted for payment is to be sent to someone other than the undersigned or
to the undersigned at an address other than that shown under "Description of
Debentures Tendered."
Mail check and/or Debenture certificates to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
- -----------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
____________________________________________________________________________
____________________________________________________________________________
(SIGNATURE(S) OF SECURITYHOLDER(S))
Dated: _______, 1999
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Debenture 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.)
Name(s) ____________________________________________________________________
(PLEASE PRINT)
Name of Firm _______________________________________________________________
Capacity (full title) ______________________________________________________
(SEE INSTRUCTION 5)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
Taxpayer Identification or Social Security Number __________________________
(SEE
SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature _______________________________________________________
Name(s) ____________________________________________________________________
(PLEASE PRINT)
Title ______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
- --------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in the Book-Entry Transfer Facility's system whose name appears on a
security position listing as the owner of the Debentures) of Debentures 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 Debentures are
tendered for the account of a financial institution (including most commercial
banks, savings and loan associations and brokerage houses) that is a participant
in the Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(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 DEBENTURES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by securityholders of
the Company either if Debenture certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if delivery of Debentures 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 securityholder validly to tender
Debentures pursuant to the Offer, either (a) a properly completed and duly
executed Letter of Transmittal (or 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 Debentures must be received by the
Depositary at one of such addresses prior to the Expiration Date or (ii)
Debentures 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 securityholder must comply with the guaranteed delivery
procedures set forth herein and in Section 3 of the Offer to Purchase.
Securityholders whose certificates for Debentures 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
Debentures by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth herein and in
Section 3 of the Offer to Purchase.
Pursuant to such guaranteed delivery procedures, (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
Purchaser, must be received by the Depositary prior to the Expiration Date and
(iii) the certificates for all tendered Debentures, in proper form for transfer
(or a Book-Entry Confirmation with respect to all Debentures tendered by
book-entry transfer), together with a properly completed and duly executed
Letter of Transmittal (or a 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 New York Stock Exchange 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, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Debentures, that such participant has received
and agrees to be bound by the terms of the Letter of Transmittal and that
Purchaser may enforce such agreement against the participant.
The signatures on this Letter of Transmittal cover the Debentures tendered
hereby.
THE METHOD OF DELIVERY OF THE DEBENTURES, THIS 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 SECURITYHOLDER. THE
DEBENTURES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. All
tendering securityholders, by executing this Letter of Transmittal (or facsimile
thereof), waive any right to receive any notice of acceptance of their
Debentures for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Debentures Tendered" is inadequate, the aggregate principal amount of Debentures
tendered and the Debenture certificate numbers with respect to such Debentures
should be listed on a separate signed schedule attached hereto.
4. PARTIAL TENDERS. (NOT APPLICABLE TO SECURITYHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If less than the entire principal amount of the Debentures
evidenced by any Debenture certificate delivered to the Depositary herewith is
to be tendered hereby, fill in the principal amount of Debentures that is to be
tendered in the box entitled "Principal Amount of Debentures Tendered." In any
such case, new certificate(s) for the remainder of the principal amount of
Debentures that was 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. The entire principal amount of Debentures represented
by certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the
Debentures 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 Debentures 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 Debentures 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 Debenture certificate or bond 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
<PAGE>
should so indicate when signing, and proper evidence satisfactory to 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
Debentures listed and transmitted hereby, no endorsements of Debenture
certificates or separate bond powers are required unless payment or certificates
for Debentures 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
Debenture certificates or bond 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 Debentures evidenced by certificates listed and
transmitted hereby, the Debenture certificates must be endorsed or accompanied
by appropriate bond powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Debenture certificates. Signature(s) on
any such Debenture certificates or bond powers must be guaranteed by an Eligible
Institution.
6. SECURITY TRANSFER TAXES. Except as otherwise provided in this
Instruction 6, Purchaser will pay all security transfer taxes with respect to
the transfer and sale of any Debentures to it or its order pursuant to the
Offer. If, however, payment of the purchase price of any Debentures purchased is
to be made to, or if certificates for Debentures 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 security 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 Debentures 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 DEBENTURE CERTIFICATES EVIDENCING THE
DEBENTURES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS; WIRE TRANSFERS. If a check
for the purchase price of any Debentures accepted for payment is to be issued in
the name of, and/or Debenture certificates for a principal amount of Debentures
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 no such instructions are given, any such principal amount of
Debentures not purchased will be returned by crediting the account at the
Book-Entry Transfer Facility designated above as the account from which such
Debentures were delivered.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or 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
directed to the Information Agent, at the address or telephone numbers set forth
below, or from brokers, dealers, commercial banks or trust companies.
9. WAIVER OF CONDITIONS. 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 Debentures
tendered.
10. BACKUP WITHHOLDING. In order to avoid "backup withholding" of federal
income tax on payments of cash pursuant to the Offer, a securityholder
surrendering Debentures in the Offer must, unless an exemption applies, provide
the Depositary with such securityholder'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 securityholder 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 securityholder upon filing an income tax
return.
The securityholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Debentures. If the Debentures are held in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
securityholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
securityholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
securityholder if a TIN is provided to the Depositary within 60 days.
Certain securityholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign securityholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for more instructions.
11. LOST, DESTROYED OR STOLEN DEBENTURE CERTIFICATES. If any
certificate(s) representing Debentures has been lost, destroyed or stolen, the
securityholder should promptly notify the Depositary, and check the box
immediately preceding the special payment/ special delivery instructions and
indicate the principal amount of Debentures lost. The securityholder will then
be instructed as to the steps that must be taken in order to replace the
Debenture certificate(s). This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost, destroyed or stolen
Debenture certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR 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
DEBENTURES MUST BE RECEIVED BY THE DEPOSITARY OR DEBENTURES MUST BE
<PAGE>
DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR
TO THE EXPIRATION DATE, OR THE TENDERING SECURITYHOLDER MUST COMPLY WITH THE
PROCEDURES FOR GUARANTEED DELIVERY.
<PAGE>
IMPORTANT TAX INFORMATION
Under Federal income tax law, a securityholder whose tendered Debentures are
accepted for payment is required to provide the Depositary (as payer) with such
securityholder's correct taxpayer identification number on Substitute Form W-9
below. If such securityholder is an individual, the taxpayer identification
number is his social security number. If a tendering securityholder is subject
to backup withholding, such securityholder 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 securityholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such securityholder with respect to Debentures
purchased pursuant to the Offer may be subject to backup withholding.
Certain securityholders (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 securityholder must submit a statement, signed under
penalties of perjury, attesting to that securityholder's exempt status. Such
statements can be obtained from the Depositary. Exempt securityholders, other
than foreign securityholders, should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9 below, and sign, date and return the Substitute
Form W-9 to the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the securityholder. 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 securityholder
with respect to Debentures purchased pursuant to the Offer, the securityholder
is required to notify the Depositary of such securityholder'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 securityholder is awaiting a taxpayer identification number).
WHAT NUMBER TO GIVE THE DEPOSITARY
The securityholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Debentures.
If the Debentures 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 securityholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the near future,
such securityholder should write "Applied For" in the space provided for in the
TIN in Part 1, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN by the time of
payment of the purchase price, the Depositary will withhold 31% on all payments
of the purchase price. However, such amounts will be refunded to such
securityholder if a TIN is provided to the Depositary within 60 days.
<PAGE>
<TABLE>
<C> <S> <C>
- --------------------------------------------------------------------------------------------------------------
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
------------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN IN THE ------------------------
BOX AT RIGHT AND CERTIFY BY SIGNING AND Social Security Number
DATING BELOW (If awaiting TIN write
"Applied For")
OR
---------------------------
</TABLE>
SUBSTITUTE
<TABLE>
<C> <S> <C>
Employer Identification Number
(If awaiting TIN write
</TABLE>
FORM W-9
<TABLE>
<C> <S> <C>
"Applied For")
------------------------------------------------------------------------
</TABLE>
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
<TABLE>
<C> <S> <C>
PART 2--CERTIFICATE--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued for me), and
(2) I am not subject to backup withholding because: (a) I
am exempt from backup withholding, or (b) I have not been notified
by the Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer subject
to backup withholding.
------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
</TABLE>
PAYER'S REQUEST FOR
<TABLE>
<C> <S> <C>
withholding because of under-reporting interest or dividends on your tax
returns.
</TABLE>
TAXPAYER IDENTIFICATION
<TABLE>
<C> <S> <C>
However, if after being notified by the IRS that you are subject to
backup
</TABLE>
NUMBER ("TIN")
<TABLE>
<C> <S> <C>
withholding, you receive another notification from the IRS that you are
no longer subject to backup withholding, do not cross out such item (2).
(Also see instructions in the enclosed Guidelines).
SIGNATURE DATE , 1999
------------------------------------------------------------------------
Part 3--Awaiting TIN
------------------------------------------------------------------------------------------------------------
</TABLE>
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 to the Depositary by the time of
payment, 31% of all reportable payments made to me thereafter will be
withheld, but that such amounts will be refunded to me if I provide a
certified Taxpayer Identification Number to the Depositary within
sixty (60) days.
<TABLE>
<S> <C>
, 1999
Signature Date
</TABLE>
<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 AS SET FORTH BELOW:
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
(212) 754-8000 (Call Collect)
(800) 662-5200 (Banks And Brokers)
(800) 566-9061 (All Others Call Toll Free)
THE DEALER MANAGER FOR THE OFFER IS:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000 (Call Collect)
(800) 323-5678 (Call Toll Free)
