EXHIBIT(A)(3)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF
DUNES HOTELS AND CASINOS, INC.
SERIES B, $7.50 CUMULATIVE PREFERRED STOCK AT $30.00 NET PER PREFERRED SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 31, 2000
OF
DUNES HOTELS AND CASINOS, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 4:00 P.M.,
CENTRAL TIME, ON DECEMBER 29, 2000 UNLESS THE OFFER IS EXTENDED.
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This Letter of Transmittal, certificates for Preferred 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 Reorganization Department
P.O. Box 3301 120 Broadway 85 Challenger Road
South Hackensack, NJ 07606 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.
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DESCRIPTION OF SHARES TENDERED
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Name(s) and address(es) of
registered holder(s)
(please fill in, if blank, Share Certificate(s) and Share(s) Tendered
exactly as name(s) (attach additional list, if necessary)
appear(s) on Share --------------------------------------
Certificate(s))
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Total Number of
Shares
Evidenced
Certificate by Share Number of Shares
Number(s) (1) Certificate(s) Tendered (2)
(1)
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(1) Need not be completed by shareholders delivering Preferred Shares by
book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Preferred 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 Preferred 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 Preferred 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 Preferred 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.
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TENDER OF SHARES
[ ] Check here if Preferred 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 Preferred Shares by
book-entry transfer):
Name of Tendering Institution: _______________________________________________
Account Number: ______________________________________________________________
Transaction Code Number: _____________________________________________________
[ ] Check here if Preferred 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.
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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 Series B,
$7.50 Cumulative Preferred Stock, $0.50 par value, of the Dunes (the "Preferred
Shares"), pursuant to the Dunes' offer to purchase all of the outstanding
Preferred Shares at a price of $30.00 per Preferred 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 Preferred 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 Preferred Shares
that are being tendered hereby and all dividends, distributions (including,
without limitation, distributions of additional Preferred Shares) and rights
declared, paid or distributed in respect of such Preferred 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 Preferred 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
Preferred Shares and all Distributions, or transfer ownership of such Preferred
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 Preferred 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 Preferred 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 Preferred
Shares tendered hereby and all Distributions, that when such Preferred 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 Preferred
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
Preferred 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 Preferred 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 Preferred 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 Preferred 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 Preferred 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
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that under certain circumstances set forth in the Offer to Purchase, the Dunes
may not be required to accept for payment any Preferred Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions", please issue the check for the purchase price of all Preferred
Shares purchased, and return all Share Certificates evidencing Preferred 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 Preferred Shares purchased and all
Share Certificates evidencing Preferred 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 Preferred Shares purchased and return all Share
Certificates evidencing Preferred 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 Preferred 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 Preferred Shares from the name of the registered
holder(s) thereof if the Dunes does not accept for payment any of the Preferred
Shares tendered hereby.
[ ] Check here if any of the Share Certificates representing Preferred
Shares that you own have been lost, destroyed or stolen and see
Instruction 10.
Number of Preferred Shares 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
Preferred Shares or Share Certificates evidencing Preferred Shares not tendered
or not purchased are to be issued in the name of someone other than the
undersigned, or if Preferred 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 Preferred Shares delivered by book-entry transfer and not
purchased to the account set forth below at The Depository Trust
Company.
__________________________________________________________________
(Account Number)
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SPECIAL DELIVERY INSTRUCTIONS
(INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of
Preferred Shares purchased or Share Certificates evidencing Preferred 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)
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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.:____________________________________
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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
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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 Preferred Shares) of Preferred 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 Preferred 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 Preferred
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 Preferred Shares, or a confirmation of a book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility of
all Preferred 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 Preferred 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 Preferred 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 Preferred 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 Preferred 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 Preferred 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
Preferred Shares evidenced by such Share Certificates and the number of
Preferred Shares tendered should be listed on a separate schedule and attached
hereto.
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4. Partial Tenders (Not Applicable to Shareholders Who Tender by
Book-Entry Transfer). If fewer than all the Preferred Shares evidenced by any
Share Certificate delivered to the Depositary herewith are to be tendered
hereby, fill in the number of Preferred 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 Preferred 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 Preferred 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
Preferred Shares tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the Share Certificates evidencing such
Preferred Shares without alteration, enlargement or any other change whatsoever.
If any Preferred 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 Preferred 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
Preferred Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Preferred 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 Preferred 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 Preferred 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 Preferred Shares tendered hereby, the Share
Certificate(s) evidencing the Preferred 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 Preferred Shares to it or its order pursuant to the
Offer. If, however, payment of the purchase price of any Preferred Shares
purchased is to be made to, or Share Certificate(s) evidencing Preferred 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 Preferred 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 Preferred
Shares tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the
purchase price of any Preferred Shares tendered hereby is to be issued, or
Share Certificate(s) evidencing Preferred 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.
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Shareholders delivering Preferred Shares tendered hereby by book-entry transfer
may request that Preferred 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 Preferred 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 Preferred 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 Preferred 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 Preferred 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 Preferred 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 Preferred 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.
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PAYER'S NAME: ChaseMellon Shareholder Services, L.L.C.
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Part 1 - Please provide your TIN in Social Security Number or
the box at the right and certify Employer Identification
by signing and dating below. Number:
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Part 2 - For Payees Exempt From Backup Withholding, see the
enclosed Guidelines and complete as instructed therein.
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SUBSTITUTE CERTIFICATION--Under penalties of perjury, I certify that:
Form W-9
Department of (1) the number shown on this form is my correct Taxpayer
the Treasury Identification Number (or a Taxpayer Identificatioin Number has
Internal not been issued to me and either (a) I have mailed or delivered
Revenue an application to receive a Taxpayer Identification Number to
Service to the appropriate Internal Revenue Service ("IRS") or Social
Security for Taxpayer Administration office or (b) I intend to
Payer's mail or deliver an Identification application in the near
Request future. I understand that if I do not Number ("TIN") provide a
for Taxpayer Taxpayer Identification Number within sixty (60) days, 31% of
Idntification all reportable payments made to me thereafter may be withheld
Number ("TIN") until I provide a number); and
(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.)
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Date: _______________, 2000 Signature:
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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).
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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.
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FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF:
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1. An individual's account The individual
2. Two or moreindividuals The actual owner of the account or,
(joint account) if combined funds, any one of
the individuals (1)
5. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
6. 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 trust The legal entity (Do not furnish
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
10. Religious,charitable, or The organization
educational Organization account
9. Partnership The partnership
11. 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
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(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.
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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.
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PENALTIES
(4) 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.
(5) 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.
(6) 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.
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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
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