<PAGE>
LETTER OF TRANSMITTAL
TO
TENDER SHARES OF COMMON STOCK
OF
DETECTION SYSTEMS, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 20, 2000
BY
BOSCH SECURITY SYSTEMS CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
ROBERT BOSCH GMBH
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JANUARY 19, 2001, UNLESS THE OFFER IS EXTENDED
THE DEPOSITARY FOR THE OFFER IS:
UNITED STATES TRUST COMPANY OF NEW YORK
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<S> <C> <C>
By Mail: By Overnight Courier By Hand
P.O. Box 084 and By Hand Delivery:
Bowling Green Station Delivery after 4:30 p.m. on 30 Broad Street, B-Level
New York, NY 10274-0084 Expiration Date: New York, NY 10004-2304
30 Broad Street, 14th Floor
New York, NY 10004-2304
By Facsimile Transmission:
(212) 422-0183 or (646) 458-8111
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
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DESCRIPTION OF SHARES 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) SHARES CERTIFICATE(S) TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
-------------------------------------------------- ----------------------------------------------------------
TOTAL NUMBER
OF SHARES
EVIDENCED BY NUMBER OF
SHARE CERTIFICATE SHARE SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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--------------------- ------------------- --------------
--------------------- ------------------- --------------
--------------------- ------------------- --------------
--------------------- ------------------- --------------
--------------------- ------------------- --------------
TOTAL SHARES:
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* Need not be completed by shareholders delivering Shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by Share Certificates delivered
to the Depositary are being tendered hereby. See Instruction 4.
</TABLE>
This Letter of Transmittal is to be completed by shareholders of Detection
Systems, Inc. either if Share Certificates (as defined below) are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if tenders of Shares are to be made by book-entry
transfer to an account maintained by the Depositary at the Book-Entry
Transfer Facility (as defined in and pursuant to the procedures set forth in
Section 3 of the Offer to Purchase).
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
Holders of Shares whose certificates evidencing 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 Section 1 of the Offer to
Purchase) or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis and who wish to tender their Shares must do so
pursuant to the guaranteed delivery procedures described in Section 3 of the
Offer to Purchase. See Instruction 2.
[ ] CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution that Guaranteed Delivery:
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If delivery is by book-entry transfer, give the following information
Account Number:
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Transaction Code Number:
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<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Bosch Security Systems Corporation, a
New York corporation ("Purchaser") and a wholly owned subsidiary Robert Bosch
GmbH, a limited liability company organized under the laws of Germany, the
above-described shares of common stock, par value $.05 per share ("Shares"),
of Detection Systems, Inc., a New York corporation (the "Company"), pursuant
to Purchaser's offer to purchase all Shares at $18.00 per Share, net to the
seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated December 20, 2000 (the
"Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with the Offer to Purchase and any
amendments or supplements hereto or thereto, collectively constitute the
"Offer"). The undersigned understands that Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to one or more of
its affiliates the right to purchase all or any portion of Shares tendered
pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (and if the
Offer is extended or amended, the terms of any such extension or amendment),
and subject to, and effective upon, acceptance for payment of Shares tendered
herewith, in accordance with the terms of the Offer, the undersigned hereby
sells, assigns and transfers to or upon the order of Purchaser all right,
title and interest in and to all Shares that are being tendered hereby and
all dividends, distributions (including, without limitation, distributions of
additional Shares) and rights declared, paid or distributed in respect of
such Shares on or after the date hereof (collectively, "Distributions") and
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such 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 Shares (and all Distributions), or
transfer ownership of such 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 Purchaser, (ii) present such Shares (and all Distributions)
for transfer on the books of the Company and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and all
Distributions), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby
irrevocably appoints the designees of Purchaser and each of them, as the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote in such manner as each such attorney-in-fact and proxy
or his or her substitute shall, in his sole discretion, deem proper and
otherwise act (by written consent or otherwise) with respect to all Shares
tendered hereby which have been accepted for payment by Purchaser prior to
the time of such vote or other action and all Shares and other securities
issued in Distributions in respect of such Shares, which the undersigned is
entitled to vote at any meeting of shareholders of the Company (whether
annual or special and whether or not an adjourned or postponed meeting) or
written consent in lieu of any such meeting or otherwise. This proxy and
power of attorney is coupled with an interest in Shares tendered hereby, is
irrevocable and is granted in consideration of, and is effective upon, the
acceptance for payment of such Shares by Purchaser in accordance with the
other terms of the Offer. Such acceptance for payment shall revoke all other
proxies and powers of attorney granted by the undersigned at any time with
respect to such Shares (and all Shares and other securities issued in
Distributions in respect of such Shares), and no subsequent proxies, powers
of attorney, consents or revocations may be given by the undersigned with
respect thereto (and if given will not be deemed effective). The undersigned
understands that, in order for Shares or Distributions to be deemed validly
tendered, immediately upon Purchaser's acceptance of such Shares for payment,
Purchaser must be able to exercise full voting and other rights with respect
to such Shares (and any and all Distributions), including, without
limitation, voting at any meeting of the Company's shareholders then
scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer Shares tendered
hereby and all Distributions, that when such Shares are accepted for payment
by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances, and that none of such Shares and Distributions will
be subject to any adverse claim. The undersigned, upon request, shall execute
and deliver all additional documents deemed by the Depositary or Purchaser to
be necessary or desirable to complete the sale, assignment and transfer of
Shares tendered hereby and all Distributions. In addition, the undersigned
shall remit and transfer promptly to the Depositary for the account of
Purchaser all Distributions in respect of Shares tendered hereby, accompanied
by appropriate documentation of transfer, and pending such remittance and
transfer or appropriate assurance thereof, Purchaser shall be entitled to all
rights and privileges as owner of each such Distribution and may withhold the
entire purchase price of Shares tendered hereby, or deduct from such purchase
price, the amount or value of such Distribution as determined by Purchaser in
its sole discretion.
<PAGE>
No authority herein conferred or agreed to be conferred 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, executors, administrators, personal representatives,
successors, successors in interest and assigns of the undersigned. Except as
stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase and
in the Instructions hereto will constitute the undersigned's acceptance of
the terms and conditions of the Offer. Purchaser's acceptance of such Shares
for payment will constitute a binding agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer (and if
the Offer is extended or amended, the terms or conditions of any such
extension or amendment).
Unless otherwise indicated below in the box entitled "Special Payment
Instructions", please issue the check for the purchase price of all Shares
purchased and return all Share Certificates evidencing Shares not tendered or
not accepted for payment (and any accompanying documents, as appropriate) in
the name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered". Similarly, unless otherwise indicated below in the box
entitled "Special Delivery Instructions", please mail the check for the
purchase price of all Shares purchased and return all Share Certificates
evidencing Shares 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 Shares Tendered". In the
event that the boxes below entitled "Special Payment Instructions" and
"Special Delivery Instructions" are both completed, please issue the check
for the purchase price of all Shares purchased and return all Share
Certificates evidencing Shares not tendered or not accepted for payment in
the name(s) of, and deliver such check and return such Share Certificates
(and any accompanying documents, as appropriate) to, the person(s) so
indicated. Unless otherwise indicated below in the box entitled "Special
Payment Instructions", please credit any Shares tendered hereby and delivered
by book-entry transfer that are not accepted for payment by crediting the
account at the Book-Entry Transfer Facility designated above. The undersigned
recognizes that Purchaser has no obligation, pursuant to the Special Payment
Instructions, to transfer any Shares from the name of the registered
holder(s) thereof if Purchaser does not accept for payment any Shares
tendered hereby.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
TO BE COMPLETED ONLY if the check for the purchase price with respect to
Shares purchased is to be issued in the name of someone other than the
undersigned, if Share Certificates evidencing Shares not tendered or not
accepted for payment are to be issued in the name of someone other than the
undersigned or if Shares tendered hereby and delivered by book-entry transfer
that are not accepted for payment are to be returned by credit to an account
maintained at a Book-Entry Facility other than the account indicated above.
Issue [ ] Check [ ] Share Certificate(s) to:
Name(s)
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(PLEASE PRINT)
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Address
-----------------------------------------------------------------------------
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
Credit Shares delivered by book-entry transfer and not purchased to the
Book-Entry Transfer Facility account set forth below:
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(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
TO BE COMPLETED ONLY if the check for the purchase price with respect to
Shares purchased and/or Share Certificates evidencing Shares not tendered or
accepted for payment 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 Certificates to:
Name
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(PLEASE PRINT)
Address
-----------------------------------------------------------------------------
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
<PAGE>
IMPORTANT
SHAREHOLDERS SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN
SIGN SIGN
HERE HERE
x
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x
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(Signature(s) of Holder(s))
Dated:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s) evidencing the Share(s) or by person(s) to whom Share(s)
surrendered have been assigned and transferred, as evidenced by endorsement,
stock powers and other documents transmitted herewith. If signature(s) is
(are) by any trustees, executors, administrators, guardians,
attorneys-in-fact, officers of a corporation or others acting in a fiduciary
or representative capacity, please set forth the following and see
Instruction 5.)
Name(s):
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(PLEASE PRINT)
Capacity (full title):
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Taxpayer Identification or Social Security Number:
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW.
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of the Securities Transfer
Agents Medallion Signature Program, the New York Stock Exchange Medallion
Signature Guarantee Program, the Stock Exchange Medallion Program, or by any
other "eligible guarantor institution", as such term is defined in Rule
17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended
(each of the foregoing being an "Eligible Institution") UNLESS (i) this
Letter of Transmittal is signed by the registered holder(s) of Shares (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 Shares) tendered hereby and such holder(s) has (have)
not completed the box entitled "Special Payment Instructions" or "Special
Delivery Instructions" or (ii) such Shares are tendered for the account of an
Eligible Institution. See Instruction 5.
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 (as defined in Section 3 of the Offer
to Purchase) is utilized, if tenders are to be made by book-entry transfer
pursuant to the procedure set forth in Section 3 of the Offer to Purchase.
Share Certificates evidencing all physically tendered Shares, or a timely
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered by book-entry transfer,
as well as a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof) and any other documents required by this
Letter of Transmittal, with any required signature guarantees, or an Agent's
Message in the case of a book-entry transfer, must be received by the
Depositary at one of its addresses set forth below prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase). If Share
Certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) 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 Shares pursuant to the
guaranteed delivery procedures described in Section 3 of the Offer to
Purchase. Pursuant to such 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 made available by
Purchaser, must be received by the Depositary prior to the Expiration Date;
and (iii) the Share Certificates evidencing all physically delivered Shares
in proper form for transfer by delivery, or a confirmation of a book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility,
of all 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 a
book-entry transfer, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary within three
New York Stock Exchange ("NYSE") trading days after the date of execution of
such Notice of Guaranteed Delivery, all as described in Section 3 of the
Offer to Purchase. A NYSE trading day is any day on which the NYSE is open
for business.
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 Shares will be purchased. By execution of this Letter of
Transmittal (or a manually signed facsimile hereof), all tendering
shareholders waive any right to receive any notice of the acceptance of their
Shares for payment.
3. INADEQUATE SPACE. If the space provided under "Description of Shares
Tendered" is inadequate, the Share Certificate numbers, the number of Shares
evidenced by such Share Certificates and the number of Shares tendered should
be listed on a separate signed schedule and attached to this Letter of
Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If fewer than all Shares evidenced by any Share
Certificate delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares that are to be tendered in the box entitled
"Number of Shares Tendered". In such cases, new Share Certificate(s)
evidencing the remainder of Shares that were evidenced by the Share
Certificates delivered to the Depositary herewith will
<PAGE>
be sent to the person(s) signing this Letter of Transmittal, unless otherwise
provided in the box entitled "Special Payment Instructions" and/or "Special
Delivery Instructions", as soon as practicable after the Expiration Date or
the termination of the Offer. All 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 Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Share Certificates evidencing such Shares without
alteration, enlargement or any other change whatsoever. If any Shares
tendered hereby are held of record by two or more persons, all such persons
must sign this Letter of Transmittal. If any Shares tendered hereby are
registered in different names, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of
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 Shares not tendered or not accepted for payment are
to be issued in the name of, a person other than the registered holder(s).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of Shares tendered hereby, the Share Certificate(s)
evidencing 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 Purchaser of such person's authority so to
act must be submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or
Share Certificate(s) evidencing Shares not tendered or not accepted for
payment are to be issued in the name of, any person other than the registered
holder(s), or if tendered certificates are registered in the name of any
person other than the person(s) signing the Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered holder(s), or
such other person, or otherwise) payable on account of the transfer to such
other person will be deducted from the purchase price of such Shares
purchased, unless evidence satisfactory to Purchaser of the payment of such
taxes, or exemption therefrom, is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING SHARES
TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued in the name of, and/or
Share Certificate(s) evidencing Shares not tendered or not accepted for
payment are to be issued in the name of and/or returned to, a person other
than the person(s) signing this Letter of Transmittal or if such check or any
such Share Certificate is to be sent to a person other than the signor of
this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal but at an address other than that shown in the box entitled
"Description of Shares Tendered", the appropriate boxes herein must be
completed.
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent or the
Dealer Manager at their respective addresses or telephone numbers set forth
below. Additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
obtained from the Information Agent.
9. SUBSTITUTE FORM W-9. Each tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information"
below, and to certify, under penalty of perjury, that such number is correct
and that such shareholder is not subject to backup withholding of federal
income tax. If a tendering shareholder has been notified by the Internal
Revenue Service that such shareholder is subject to backup withholding, such
shareholder must cross out item (2) of the Certification box of the
Substitute Form W-9, unless such shareholder has since been notified by the
Internal Revenue Service that such shareholder is no longer subject to backup
withholding. Failure to provide the information on the Substitute Form W-9
may subject the tendering shareholder to 31% federal income tax withholding
on the payment of the purchase price of all Shares purchased from such
shareholder.
<PAGE>
If the tendering shareholder has not been issued a TIN and has applied for
one or intends to apply for one in the near future, such shareholder should
write "Applied For" in the space provided for the TIN in Part I of the
Substitute Form W-9, 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
within 60 days, the Depositary will withhold 31% on all payments of the
purchase price to such shareholder until a TIN is provided to the Depositary.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Share Certificate(s)
has been lost, destroyed or stolen, the shareholder should promptly notify
the Company's transfer agent, American Stock Transfer & Trust Company, for
assistance. The address is 59 Maiden Lane, Plaza Level, New York, NY 10038.
The phone number is 1-800-937-5449. The shareholder will then be instructed
as to the steps that must be taken in order to replace the Share
Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen Share
Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE
HEREOF), PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED
SIGNATURE GUARANTEES (OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S
MESSAGE) AND 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).
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a shareholder whose tendered Shares are
accepted for payment is generally required to provide the Depositary (as
payor) with such shareholder's correct TIN on Substitute Form W-9 provided
herewith. If such shareholder is an individual, the TIN generally is such
shareholder's social security number. 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 and payments that are made to such shareholder
with respect to Shares purchased pursuant to the Offer may be subject to
backup withholding of 31%. In addition, if a shareholder makes a false
statement that results in no imposition of backup withholding, and there was
no reasonable basis for making such statement, a $500 penalty may also be
imposed by the Internal Revenue Service.
Certain shareholders (including, among others, corporations and certain
foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must submit a statement (Internal Revenue
Service Form W-8), signed under penalties of perjury, attesting to such
individual's exempt status. Forms of such statements can be obtained from the
Depositary. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions. A
shareholder should consult his or her tax advisor as to such shareholder's
qualification for exemption from backup withholding and the procedure for
obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the shareholder. Backup withholding is not an
additional tax. Rather, the federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained
provided that the required information is furnished to the Internal Revenue
Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a shareholder
with respect to 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 (a) the TIN provided on Substitute
Form W-9 is correct (or that such shareholder is awaiting a TIN), and (b)(i)
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 (ii) the Internal Revenue Service has notified such
shareholder that such shareholder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of
Shares tendered hereby. If Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9"
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for additional guidance on which number to report. 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 check the
box in Part III "Awaiting TIN", and sign and date the Substitute Form W-9. If
the "Awaiting TIN" box is checked in Part III and the Depositary is not
provided with a TIN within 60 days, the Depositary will withhold 31% of all
payments of the purchase price to such shareholder until a TIN is provided to
the Depositary.
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PAYOR'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK
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<S> <C> <C>
SUBSTITUTE
FORM W-9
DEPARTMENT OF PART 1--PLEASE PROVIDE YOUR TIN IN Social Security Number
THE TREASURY THE BOX AT RIGHT AND CERTIFY BY or Employer
INTERNAL REVENUE SIGNING AND DATING BELOW: Identification Number
SERVICE ----------------------------------------
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PART 2--CERTIFICATION--Under penalties of perjury, I certify that:
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(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
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(2) I am not subject to backup withholding because (a) I am exempt from
PAYER'S REQUEST FOR backup withholding, or (b) I have not been notified by the Internal
TAXPAYER Revenue Service (the "IRS") that I am subject to backup withholding as
IDENTIFICATION a result of a failure to report all interest or dividends, or (c) the
NUMBER ("TIN") IRS has notified me that I am no longer subject to backup withholding.
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CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
withholding because of under-reporting interest or dividends on your
tax return. However, if after being notified by the IRS that you were
subject to backup withholding, you received another notification from
the IRS that you are no longer subject to backup withholding, do not
cross out such item (2).
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SIGN HERE SIGNATURE PART 3
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NAME: Awaiting TIN []
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(Please Print)
DATE
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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. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
NOTE: 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 by the
time of payment, 31% of all reportable payments made to me will be withheld.
Signature Date
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Questions or requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be directed to the Information Agent or the
Dealer Manager at their respective telephone numbers and locations listed
below, and will be furnished promptly at Purchaser's expense. You may also
contact your broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005-4495
Banks and Brokers Call Collect: (212) 269-5550
ALL OTHERS CALL TOLL FREE: (800) 359-5559
The Dealer Manager for the Offer is:
ARNHOLD AND S. BLEICHROEDER, INC.
1345 Avenue of the Americas
44th Floor
New York, New York 10105
(212) 698-3245
