EXHIBIT(A)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF
DUNES HOTELS AND CASINOS, INC.
COMMON STOCK AT $1.00 NET PER COMMON SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 31, 2000
OF
DUNES HOTELS AND CASINOS, INC.
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 4:00 P.M.,
CENTRAL TIME, ON DECEMBER 29, 2000 UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
This Letter of Transmittal, certificates for Common Shares (as defined
below) and any other required documents should be sent or delivered by each
shareholder of Dunes Hotels and Casinos, Inc. (the "Dunes") or such
shareholder's broker, dealer, commercial bank or other nominee to the Depositary
at one of its addresses set forth below.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
By First Class Mail: By Hand: By Overnight Company:
Reorganization Department Reorganization Department ReorganizationDepartment
P.O. Box 3301 120 Broadway 85 Challenger Road
South Hackensack, NJ 13th Floor Mail Stop_Reorg
07606 New York, NY 10271 Ridgefield Park, NJ 07660
For Information:
1-316-636-1070, Ext. 28
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
--------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Name(s) and address(es) of
registered holder(s) (please
fill in, if blank, exactly as
name(s) appear(s) on Share Share Certificate(s) and Share(s) Tendered
Certificate(s))
(attach additional list, if necessary)
--------------- ------------------------------------------------
------------------------------------------------
--------------------------------------------------------------------------------
Total Number of
Shares
Evidenced
by Share Number of
Certificate Certificate(s) Shares
Number(s) (1) (1) Tendered (2)
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
Total Shares
--------------------------------------------------------------------------------
(1) Need not be completed by shareholders delivering Common Shares by
book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Common Shares
evidenced by each Share Certificate delivered to the Depositary are being
tendered hereby. See Instruction 4.
This Letter of Transmittal is to be completed by shareholders of the
Dunes, either if certificates evidencing Common Shares (as defined below) are to
be forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery of Common Shares is to be made by book-entry
transfer to the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the book-entry transfer procedures
described in "THE OFFER--Section 3. Procedures for Accepting the Offer and
Tendering Shares" of the Offer to Purchase (as defined below). See Instruction
2.
Shareholders whose certificates evidencing Common Shares ("Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other documents required hereby to the Depositary prior to
the Expiration Date (as defined in the Introduction to 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 OFFER--Section 3. Procedures for
Accepting the Offer and Tendering Shares" of the Offer to Purchase. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Depositary. See Instruction 2.
2
<PAGE>
TENDER OF SHARES
[ ] Check here if Common Shares are being delivered by book-entry transfer
to the Depositary's account at the Book-Entry Transfer Facility and
complete the following (only participants in the Book-Entry Transfer
Facility may deliver Common Shares by book-entry transfer):
Name of Tendering Institution: _______________________________________________
Account Number: ______________________________________________________________
Transaction Code Number: _____________________________________________________
[ ] Check here if Common 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 which Guaranteed Delivery: _______________________________
[ ] If delivered by Book-Entry Transfer, check box:
Account Number: ______________________________________________________________
Transaction Code Number: _____________________________________________________
Note: Signatures must be provided below.
Please read the instructions set forth in this Letter of
Transmittal carefully.
3
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Dunes Hotels and Casinos, Inc., a New
York corporation (the "Dunes"), all of the above-referenced shares of Common
Stock, $0.50 par value, of the Dunes (the "Common Shares"), pursuant to the
Dunes' offer to purchase all of the outstanding Common Shares at a price of
$1.00 per Common Share, net to the seller in cash, without interest thereon,
subject to reduction for any applicable federal backup or other withholding or
stock transfer taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated October 31, 2000 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute
the "Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Common Shares tendered herewith in accordance with the terms of the Offer,
the undersigned hereby sells, assigns and transfers to, or upon the order of,
the Dunes all right, title and interest in and to all the Common Shares that
are being tendered hereby and all dividends, distributions (including, without
limitation, distributions of additional Common Shares) and rights declared,
paid or distributed in respect of such Common Shares on or after October 31,
2000 (collectively, "Distributions"), and irrevocably appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Common 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 (i) deliver Share Certificates evidencing such Common Shares and
all Distributions, or transfer ownership of such Common Shares and all
Distributions on the account books maintained by the Book-Entry Transfer
Facility, together, in either case, with all accompanying evidences of transfer
and authenticity, to, or upon the order of, the Dunes, (ii) present such Common
Shares and all Distributions for transfer on the books of the Dunes and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Common Shares and all Distributions, all in accordance with the terms of
the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Common Shares
tendered hereby and all Distributions, that when such Common Shares are
accepted for payment by the Dunes, the Dunes will acquire good, marketable and
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges and encumbrances, and that none of such Common
Shares and Distributions will be subject to any adverse claim. The undersigned,
upon request, shall execute and deliver all additional documents deemed to be
necessary or advisable to complete the sale, the assignment and transfer of the
Common Shares tendered hereby and all Distributions. In addition, the
undersigned shall remit and transfer promptly to the Depositary for the account
of the Dunes all Distributions in respect of the Common Shares tendered hereby,
accompanied by appropriate documentation of transfer, and pending such
remittance and transfer or appropriate assurance thereof, the Dunes shall be
entitled to all rights and privileges as owner of each such Distribution and
may withhold the entire purchase price of the Common Shares tendered hereby, or
deduct from such purchase price, the amount or value of such Distribution as
determined by the Dunes in its sole discretion.
No authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall be affected by, and all such authority shall survive, the
death or incapacity of the undersigned. All obligations of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
The undersigned understands that tenders of Common Shares pursuant to any
one of the procedures described in "THE OFFER--Section 3. Procedures for
Accepting the Offer and Tendering Shares" of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer. The Dunes's acceptance of such Common Shares for
payment will constitute a binding agreement between the undersigned and the
Dunes 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). The undersigned recognizes that under certain circumstances set
forth in the Offer to Purchase, the Dunes may not be required to accept for
payment any Common Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions", please issue the check for the purchase price of all Common
Shares purchased, and return all Share Certificates evidencing Common
4
<PAGE>
Shares not purchased or not tendered in the name(s) of the registered holder(s)
appearing above under "Description of Shares Tendered". Similarly, unless
otherwise indicated in the box entitled "Special Delivery Instructions", please
mail the check for the purchase price of all Common Shares purchased and all
Share Certificates evidencing Common Shares not tendered or not purchased (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under "Description of Shares Tendered". In the event
that the boxes entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue the check for the purchase price
of all Common Shares purchased and return all Share Certificates evidencing
Common Shares not purchased or not tendered in the name(s) of, and mail such
check and Share Certificates to, the person(s) so indicated. Unless otherwise
indicated herein in the box entitled "Special Payment Instructions", please
credit any Common Shares tendered hereby and delivered by book-entry transfer,
but which are not purchased, by crediting the account at the Book-Entry
Transfer Facility designated above. The undersigned recognizes that the Dunes
has no obligation, pursuant to the "Special Payment Instructions", to transfer
any Common Shares from the name of the registered holder(s) thereof if the
Dunes does not accept for payment any of the Common Shares tendered hereby.
[ ] Check here if any of the Share Certificates representing Common Shares
that you own have been lost, destroyed or stolen and see Instruction 10.
Numberof Common Shares represented by lost, destroyed or stolen certificates:
------------------------------------------------------------------------------
------------------------------------------------------------------------------
5
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Common Shares
or Share Certificates evidencing Common Shares not tendered or not purchased
are to be issued in the name of someone other than the undersigned, or if
Common Shares tendered hereby and delivered by book-entry transfer which are
not purchased are to be returned by credit to an account at the Book-Entry
Transfer Facility other than that designated above.
Issue: [ ] Check [ ] Certificate(s) to:
Name: __________________________________________________________________
(Please Print)
Address: __________________________________________________________________
__________________________________________________________________
(Include Zip Code)
__________________________________________________________________
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 on Page 13)
[ ] Credit Common Shares delivered by book-entry transfer and not purchased
to the account set forth below at The Depository Trust Company.
_________________________________________________________________________
(Account Number)
6
<PAGE>
SPECIAL DELIVERY INSTRUCTIONS
(INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Common Shares
purchased or Share Certificates evidencing Common Shares not tendered or not
purchased are to be mailed to someone other than the undersigned, or to the
undersigned at an address other than that shown under "Description of Shares
Tendered".
Mail: [ ] Check [ ] Share Certificate(s) to:
Name: __________________________________________________________________
(Please Print)
Address: __________________________________________________________________
__________________________________________________________________
(Include Zip Code)
__________________________________________________________________
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 on Page 13)
7
<PAGE>
IMPORTANT: SHAREHOLDERS SIGN HERE
__________________________________________________________________
(Signature(s) of Holder(s))
Dated: _________________, 2000
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on Share Certificates or on a security position listing or by
(a) 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: __________________________________________________________________
__________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.:___________________________________________________
Tax Identification or Social Security No.:____________________________________
8
<PAGE>
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY
Authorized Signature:__________________________________________________________
Name:__________________________________________________________________________
(Please Print)
Title:_________________________________________________________________________
Name of Firm:__________________________________________________________________
Address:_______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:________________________________________________
Date: ________________________________, 2000
PLACE MEDALLION GUARANTEE IN SPACE BELOW
9
<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 document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Common Shares) of Common Shares
tendered herewith, unless such holder(s) has completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" above, or (b) if such Common Shares are tendered for the account
of a firm which is a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing of a recognized Medallion
Signature Guarantee Program (each of the foregoing being referred to as an
"Eligible Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution.
2. Delivery of Letter of Transmittal and Share Certificates. This
Letter of Transmittal is to be used either if Share Certificates are to be
forwarded herewith or, unless an Agent's Message is utilized, if Common Shares
are to be delivered by book-entry transfer pursuant to the procedure set forth
in "THE OFFER--Section 3. Procedures for Accepting the Offer and Tendering
Shares" of the Offer to Purchase. Share Certificates evidencing all physically
tendered Common Shares, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all Common Shares
delivered by book-entry transfer as well as a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message in the case of a book-entry
delivery, and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth on the cover
page of this Letter of Transmittal prior to the Expiration Date, (as defined in
the Introduction to the Offer to Purchase). If Share Certificates are forwarded
to the Depositary in multiple deliveries, a properly completed and duly
executed Letter of Transmittal must accompany each such delivery. Shareholders
whose Share Certificates are not immediately available, who cannot deliver
their Share 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 Common Shares
pursuant to the guaranteed delivery procedure described in "THE OFFER--Section
3. Procedures for Accepting the Offer and Tendering Shares" of the Offer to
Purchase. Pursuant to such procedure: (i) such tender must be made by or
through an Eligible Institution; (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form made available by the
Dunes, must be received by the Depositary prior to the Expiration Date, and
(iii) the Share Certificates evidencing all physically delivered Common Shares
in proper form for transfer by delivery, or a confirmation of a book- entry
transfer into the Depositary's account at the Book-Entry Transfer Facility of
all Common Shares delivered by book-entry transfer, in each case together with
a Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees (or, in the case of book-entry
delivery, an Agent's Message), and any other documents required by this Letter
of Transmittal, must be received by the Depositary within 3 trading days after
the date of execution of such Notice of Guaranteed Delivery, all as described
in "THE OFFER--Section 3. Procedures for Accepting the Offer and Tendering
Shares" of the Offer to Purchase.
The method of delivery of this Letter of Transmittal, Share Certificates
and all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and risk of the tendering shareholder, 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 Common Shares will be purchased. By execution of this Letter of
Transmittal (or a facsimile hereof), all tendering shareholders waive any right
to receive any notice of the acceptance of their Common Shares for payment.
3. Inadequate Space. If the space provided herein under "Description
of Shares Tendered" is inadequate, the Share Certificate numbers, the number of
Common Shares evidenced by such Share Certificates and the number of Common
Shares tendered should be listed on a separate schedule and attached hereto.
4. Partial Tenders (Not Applicable to Shareholders Who Tender by
Book-Entry Transfer). If fewer than all the Common Shares evidenced by any
Share Certificate delivered to the Depositary herewith are to be
10
<PAGE>
tendered hereby, fill in the number of Common Shares which are to be tendered
in the box entitled "Number of Shares Tendered". In such case, new Share
Certificate(s) evidencing the remainder of the Common Shares that were
evidenced by the Share Certificates delivered to the Depositary herewith will
be sent to the person(s) signing this Letter of Transmittal, unless otherwise
provided in the box entitled "Special Delivery Instructions", as soon as
practicable after the expiration or termination of the Offer. All Common Shares
evidenced by Share Certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of the
Common Shares tendered hereby, the signature(s) must correspond with the name(s)
as written on the face of the Share Certificates evidencing such Common Shares
without alteration, enlargement or any other change whatsoever.
If any Common Share tendered hereby is owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Common Shares tendered hereby are registered in the names
of different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Common Shares.
If this Letter of Transmittal is signed by the registered holder(s) of
the Common Shares tendered hereby, no endorsements of Share Certificates or
separate stock powers are required, unless payment is to be made to, or Share
Certificates evidencing Common Shares not tendered or not purchased are to be
issued in the name of, a person other than the registered holder(s), in which
case, the Share Certificate(s) evidencing the Common Shares tendered hereby
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on such
Share Certificate(s). Signatures on such Share 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 the Common Shares tendered hereby, the Share
Certificate(s) evidencing the Common Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Purchaser of such person's authority so to
act must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this
Instruction 6, the Dunes will pay all stock transfer taxes with respect to the
sale and transfer of any Common Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price of any Common Shares purchased is to
be made to, or Share Certificate(s) evidencing Common Shares not tendered or not
purchased are to be issued in the name of, a person other than the registered
holder(s), the amount of any stock transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) payable on account of the
transfer to such other person will be deducted from the purchase price of such
Common Shares purchased, unless evidence satisfactory to the Dunes 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 Share Certificates evidencing the Common Shares tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the
purchase price of any Common Shares tendered hereby is to be issued, or Share
Certificate(s) evidencing Common Shares not tendered or not purchased are to be
issued, in the name of a person other than the person(s) signing this Letter of
Transmittal or if such check or any such Share Certificate is to be sent to
someone other than the person(s) signing 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 Tendered", the appropriate
boxes on this Letter of Transmittal must be completed. Shareholders delivering
Common Shares tendered hereby by book-entry transfer may request that Common
Shares not purchased be credited to such account maintained at a Book-Entry
Transfer Facility as such shareholder may designate in the box entitled "Special
Payment Instructions". If no such instructions are given, all such Common
11
<PAGE>
Shares not purchased will be returned by crediting the account at the
Book-Entry Transfer Facility designated in this Letter of Transmittal as the
account from which such Common Shares were delivered.
8. Questions and Requests for Assistance or Additional Copies.
Questions and requests for assistance may be directed to the Dunes at its
address or telephone numbers set forth below. Additional copies of the Offer to
Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be obtained from the Dunes.
9. Substitute Form W-9. Under the federal income tax law, a
shareholder whose tendered Common Shares are accepted for payment is required
by law to provide the Depositary (as Payer) with such shareholder's correct Tax
Identification Number ("TIN") on Substitute Form W-9 below. If such shareholder
is an individual, the TIN is such shareholder's social security number. If the
tendering shareholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future, the shareholder should write
"Applied For" in the space provided for the TIN in Part 1, and sign and date
the Substitute Form W-9. If the Depositary is not provided with the correct
TIN, the shareholder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, payments that are made to such shareholder with
respect to Shares purchased pursuant to the Offer may be subject to backup
withholding. If backup withholding applies, the Depositary is required to
withhold 31% of any payments made to the shareholder. 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. If "Applied For" is written in Part 1 and the Depositary is
not provided with a TIN within 60 days of its receipt of the Substitute Form
W-9, the Depositary will withhold 31% on all payments of the purchase price
until a TIN is provided to the Depositary.
Certain shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must submit an Internal Revenue Service Form
W-8 or W-8BEN, signed under penalties of perjury, attesting to such
individual's exempt status. A Form W-8 or Form W-8BEN can be obtained from the
Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
To prevent backup withholding on payments that are made to a shareholder
with respect to Common Shares purchased pursuant to the Offer, the shareholder
is required to notify the Depositary of such shareholder's correct TIN by
completing the form below certifying that the TIN provided on Substitute Form
W-9 is correct (or that such shareholder is awaiting a TIN), and that (i) such
shareholder is exempt from backup withholding; (ii) such shareholder has not
been notified by the Internal Revenue Service that he is subject to backup
withholding as a result of a failure to report all interest or dividends; or
(iii) the Internal Revenue Service has notified such shareholder that such
shareholder is no longer subject to backup withholding.
See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions.
10. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Common Shares has been lost, destroyed or stolen, the shareholder
should promptly notify the Depositary. The shareholder will then be instructed
as to the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen certificates have been
followed. To expedite replacement, call ChaseMellon Shareholder Services at
1-800-526-0801.
11. Waiver of Conditions. The conditions to the Offer may be waived
by the Dunes, in whole or in part, at any time and from time to time, in the
Dunes' sole discretion.
12
<PAGE>
PAYER'S NAME: ChaseMellon Shareholder Services, L.L.C.
Part 1 - Please provide your TIN in Social Security Number or
the box at the right and certify by Employer Identification
signing and dating below. Number:
________________________
------------------------------------------------------------------
Part 2 - For Payees Exempt From Backup Withholding, see the
enclosed Guidelines and complete as instructed therein.
------------------------------------------------------------------
SUBSTITUTE CERTIFICATION--Under penalties of perjury, I certify that: W-9
Form W-9 (1) the number shown on this form is my correct
of the Taxpayer Internal Revenue Identification Number (or a Taxpayer
Treasury Identification Number has not Service been issued to me and
Internal either (a) I have mailed or delivered an application to receive
Revenue a Taxpayer Identification Number to the Payer's Request
Service appropriate Internal Revenue Service ("IRS") or Social Security
Administration office or (b) I intend to mail or deliver an
Payer's Identification application in the near future. I understand
Request that if I do not Number ("TIN") provide a Taxpayer
for Identification Number within sixty (60) days, 31% of all
Taxpayer reportable payments made to me thereafter may be withheld
Identification until I prove a number); and
("TIN")
(2) I am not subject to backup withholding either
because (a) I am exempt from backup withholding, (b) I have
not been notified by the IRS that I am subject to backup
withholding as a result of failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer
subject to withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above
if you have been notified by the IRS that you are subject to
backup withholding because of underreporting interest or
dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding
you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out item (2).
(Also see instructions in the enclosed Guidelines.)
---------------------------------------------------------------
Date: _______________, 2000 Signature:
--------------------------------------------------------------------------------
NOTE: Failure to complete and return this form may result in backup
withholding of 31% of any payments made to you pursuant to the Offer. For
additional details, please review the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
IMPORTANT: This Letter of Transmittal or facsimile hereof, properly
completed and duly executed, or an Agent's Message in the case of a
book-entry delivery (together with any required signature guarantees and
Share 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).
13
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER
Social Security Numbers have nine digits separated by two hyphens:
i.e.,000-00-0000. Employer Identification Numbers have nine digits
separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer.
-------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF:
-------------------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of the account or,
(joint account) if combined funds, any of the
individuals (1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor - trustee (1)
trust account (grantor is also
trustee)
b. So-called trust account that is The actual owner (1)
not a legal or valid trust under
State law
5. Sole proprietorship account The Owner (4)
6. A valid trust, estate, or pension The legal entity (Do not furnish
trust the identifying number of the
personal representative or trustee
unless the legal entity itself is
not designated in the account
title.) (4)
7. Corporate account The corporation
8. Religious, charitable, or The organization
educational Organization account
9. Partnership The partnership
9. Association, club, or other The organization
tax-exempt Organization
11. A broker or registered nominee The broker or nominee
12. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a State or local
government, school district, or
prison) that receives agricultural
program payments
-------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner. You may also enter your business name.
You may use your Social Security or Employer Identification Number.
(4) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number
will be considered to be that of the first name listed.
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card,
or Form SS-4, Application for Employer Identification Number, at the local
office of the Social Security Administration or the Internal Revenue
Service and apply for a number.
14
<PAGE>
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
o A corporation.
o A financial institution.
o An organization exempt from tax under Section 501(a), or an individual
retirement plan.
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
o An international organization or any agency, or instrumentality thereof.
o A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under Section 584(a).
o An exemption charitable remainder trust, or a non-exempt trust described in
Section 4947(a)(1).
o An entity registered at all times under the Investment Company Act of 1940.
o A foreign central bank of issue.
PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under Section
1441.
o Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more and
is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
o Payments described in Section 6049(b)(5) to nonresident aliens.
o Payments on tax-free government bonds under Section 1451.
o Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments other than interest dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to IRS. IRS uses the numbers for identification purposes.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Payers must generally withhold 31% of taxable interest, dividend,
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
15
<PAGE>
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you
fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.
If you make a false statement with no reasonable basis which results in
no imposition of backup withholding, you are subject to a penalty of
$500.00.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.
Falsifying certifications or affirmations may subject you to criminal
penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX
ADVISOR OR THE INTERNAL REVENUE SERVICE.
------------------------------------------------
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 Dunes at the following telephone number and address:
Thomas Steele
8441 E. 32n Street N., Suite 200
Wichita, Kansas 67226
(316) 636-1070, Ext. 28
16
