<PAGE>
Exhibit (a)(2)
Letter of Transmittal
To Tender Shares of Common Stock
of
MedQuist Inc.
Pursuant to the Offer to Purchase dated June 1, 2000
by
Koninklijke Philips Electronics N.V.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JUNE 28, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
By Registered Mail: By Hand Delivery: By Overnight
40 Wall Street, Courier:
46th Floor 40 Wall Street, 46th
40 Wall Street, 46th Floor
Floor New York, New York New York, New York
New York, New York 10005 10005
10005
By Facsimile Transmission: Confirm Facsimile by Telephone Only:
(718) 921-8200 ext. 6820
(718) 234-5001
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF AN INSTRUCTION VIA A FACSIMILE COPY 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.
DESCRIPTION OF THE SHARES TENDERED
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<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Holder(s)
(Please fill in,
if blank, exactly as
name(s) appear(s) on the Number of Shares Number of
Certificate(s) or on the Certificate Evidenced by Shares
security position listing) Number(s)(*) Certificate(s)(*) Tendered(**)
-------------------------------------------------------------------------
---------------------------------------------
<S> <C> <C> <C>
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
Total Shares Tendered
</TABLE>
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* Need not be completed by Book-Entry Holders.
** Unless otherwise indicated, it will be assumed that all shares delivered to
the Depositary are being tendered. See Instruction 4.
<PAGE>
This Letter of Transmittal is to be completed by holders of certificates
representing Shares (as such term is defined in the Offer to Purchase) (such
holders of Shares, collectively, the "Holders"), if certificates for Shares 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 into the account of American Stock Transfer & Trust Company, as
Depositary (the "Depositary"), at The Depository Trust Company (the "Book-Entry
Transfer Facility" or "DTC") pursuant to the procedures set forth in Section
3--"Procedures for Tendering Shares" of the Offer to Purchase. Holders who
tender Shares by Book-Entry Transfer are referred to herein as "Book-Entry
Holders".
Any Holders who desire to tender Shares and whose certificate(s) evidencing
such Shares (the "Certificates") are not immediately available, or who cannot
comply with the procedures for Book-Entry Transfer described in the Offer to
Purchase on a timely basis, may nevertheless tender such Shares by following
the procedures for guaranteed delivery set forth in Section 3--"Procedures for
Tendering Shares" of the Offer to Purchase. See Instruction 2 of this Letter of
Transmittal. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
BOOK-ENTRY TRANSFER
(See Instruction 2)
[_]CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER TO AN ACCOUNT
MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name(s) of Tendering Institution(s): ________________________________________
Account Number: _____________________________________________________________
Transaction Code Number: ____________________________________________________
PRIOR GUARANTEED DELIVERY
(See Instruction 2)
[_]CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ____________________________________________
Window Ticket Number (if any): ______________________________________________
Date of Execution of Notice of Guaranteed Delivery: _________________________
Name of Institution which Guaranteed Delivery: ______________________________
Account Number (if delivered by Book-Entry Transfer): _______________________
Transaction Code Number: ____________________________________________________
[_]CHECK HERE IF TENDER IS BEING MADE IN RESPECT OF LOST, MUTILATED OR
DESTROYED CERTIFICATES. SEE INSTRUCTION 9.
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Koninklijke Philips Electronics N.V., a
company incorporated under the laws of the Netherlands ("Royal Philips" or
"Purchaser"), the above-described shares of common stock, no par value (the
"Shares"), of MedQuist Inc., a New Jersey corporation ("MedQuist"), at $51.00
per Share, net to the seller in cash (the "Share Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase dated June 1, 2000
and in this related Letter of Transmittal (which, as they may be amended and
supplemented from time to time, together constitute the "Offer"). The
undersigned understands that Royal Philips reserves the right to assign to any
other direct or indirect wholly owned subsidiary of Royal Philips the right to
purchase all or any portion of the Shares tendered pursuant to the Offer, but
the undersigned further understands that any such assignment will not relieve
the Purchaser of its obligations under the Offer and that any such assignment
will in no way prejudice the rights of tendering Holders to receive payment for
the Shares validly tendered (and not withdrawn) and accepted for payment
pursuant to the Offer. This Offer is being made pursuant to the Tender Offer
Agreement, dated as of May 22, 2000 (as amended from time to time, the "Tender
Offer Agreement"), between the Purchaser and MedQuist.
Subject to, and effective upon, acceptance for payment of, and payment for,
the Shares tendered herewith in accordance with the terms of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Purchaser, all right, title and
interest in and to all of the Shares that are being tendered hereby and any and
all dividends, distributions, rights or other securities issued or issuable in
respect of such Shares on or after May 22, 2000 (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 (a) deliver such
Certificates and all Distributions and transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together with all
accompanying evidences of transfers and authenticity, to or upon the order of
the Purchaser, (b) present such Shares and all Distributions for transfer on
the books of MedQuist and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares and all Distributions, all in
accordance with the terms and subject to the conditions of the Offer as set
forth in the Offer to Purchase.
The undersigned hereby irrevocably appoints each designee of the Purchaser
as such attorney-in-fact and proxy of the undersigned, with full power of
substitution, to vote the Shares as described below in such manner as each such
attorney-in-fact and proxy (or any substitute thereof) shall deem proper in its
sole discretion, and to otherwise act (including pursuant to written consent)
to the full extent of the undersigned's rights with respect to the Shares and
all Distributions tendered hereby and accepted for payment by the Purchaser
prior to the time of such vote or action. All such proxies shall be considered
coupled with an interest in the tendered Shares and shall be irrevocable and
are granted in consideration of, and are effective upon, the acceptance for
payment of such Shares and all Distributions in accordance with the terms of
the Offer. Such acceptance for payment by the Purchaser shall revoke, without
further action, any other proxy or power of attorney granted by the undersigned
at any time with respect to such Shares and all Distributions and no subsequent
proxies or powers of attorney will be given (or, if given, will not be deemed
effective) with respect thereto by the undersigned. The designees of the
Purchaser will, with respect to the Shares for which the appointment is
effective, be empowered to exercise all voting and other rights as they in
their sole discretion may deem proper at any annual, special, adjourned or
postponed meeting of MedQuist's shareholders, by written consent or otherwise,
and the Purchaser reserves the right to require that, in order for Shares or
any Distributions to be deemed validly tendered, immediately upon the
Purchaser's acceptance for payment of such Shares, the Purchaser must be able
to exercise all rights (including, without limitation, all voting rights) with
respect to such Shares and receive all Distributions.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares and all
Distributions tendered hereby and that, when the same are accepted for payment
by
3
<PAGE>
the Purchaser, the Purchaser will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances, and the same will not be subject to any adverse claim. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Shares and all Distributions
tendered hereby. In addition, the undersigned shall promptly remit and transfer
to the Depositary for the account of the Purchaser any and all Distributions in
respect of the Shares tendered hereby, accompanied by appropriate documentation
of transfer and, pending such remittance or appropriate assurance thereof, the
Purchaser shall be, subject to applicable law, entitled to all rights and
privileges as owner of any such Distributions and may withhold the entire
purchase price or deduct from the purchase price the amount or value thereof,
as determined by the Purchaser in its sole discretion.
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, personal representatives, successors and assigns of the undersigned.
Subject to the withdrawal rights set forth in Section 4--"Rights of Withdrawal"
of the Offer to Purchase, the tender of the Shares and related Distributions
hereby made is irrevocable.
The undersigned understands that tenders of the Shares pursuant to any of
the procedures described in Section 3--"Procedures for Tendering Shares" of the
Offer to Purchase and in the instructions hereto will constitute a binding
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions set forth in the Offer. Without limiting the generality of
the foregoing, if the price to be paid in the Offer is amended in accordance
with the terms of the Tender Offer Agreement, the price to be paid to the
undersigned will be amended. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or return any Certificates
not tendered or not accepted for payment in the name(s) of the registered
Holder(s) appearing under "Description of Shares Tendered". Similarly, unless
otherwise indicated under "Special Delivery Instructions", please mail the
check for the purchase price and/or return any Certificates not tendered or not
accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered Holder(s) appearing under "Description of Shares
Tendered". In the event that both the Special Delivery Instructions and the
Special Payment Instructions are completed, please issue the check for the
purchase price and/or issue any Certificates not so tendered or accepted for
payment in the name of, and deliver said check and/or return such Certificates
to, the person or persons so indicated. Unless otherwise indicated under
Special Payment Instructions, please credit any Shares tendered herewith 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 the Purchaser has no obligation, pursuant to the Special
Payment Instructions, to transfer any Shares from the name(s) of the registered
holder(s) thereof if the Purchaser does not accept for payment any of the
Shares so tendered.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS
Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if To be completed ONLY if
Certificate(s) that are not Certificate(s) that are not
tendered or that are not tendered or that are not
purchased, including as a result purchased and/or the check for
of proration, and/or the check the purchase price of Shares
for the purchase price of Shares purchased are to be sent to
purchased are to be issued in the someone other than the
name of someone other than the undersigned, or to the
undersigned, or if Shares undersigned at an address other
tendered by Book-Entry Transfer than that shown above.
which are not accepted for
payment are to be returned by Mail check and Certificate(s) to:
credit to an account maintained
at the Book-Entry Transfer Name _____________________________
Facility other than that Please Type or Print
designated.
Address __________________________
Issue check and Certificate(s)
to:
__________________________________
Name _____________________________ __________________________________
Please Type or Print (Include Zip Code)
Address __________________________ __________________________________
(Tax Identification or Social
__________________________________ Security No.)
(See Substitute Form W-9 Included
__________________________________ Herewith)
(Include Zip Code)
__________________________________
*(Tax Identification or Social
Security No.)
(See Substitute Form W-9 Included
Herewith)
[_]Credit Shares tendered by
Book-Entry Transfer that are not
accepted for payment to the Book-
Entry Transfer Facility account
designated below.
(DTC Account No.) ________________
*Signature Guarantee required
5
<PAGE>
IMPORTANT
HOLDER(S) SIGN HERE
(See Instructions 1 and 5)
(Please Complete Substitute Form W-9 Contained Herein)
Signature(s) of Holder(s)
Date: ............ , 2000
(Must be signed by registered Holder(s) exactly as name(s) appear(s) on
Certificate(s) or on a security position listing or by person(s) authorized
to become registered Holder(s) by Certificate(s) and documents transmitted
with this Letter of Transmittal. If signature is by trustee(s), executor(s),
administrator(s), guardian(s), attorney(s)-in-fact, officers of corporations
or other person(s) 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)
..............................................................................
(Daytime Area Code and Telephone No.)
..............................................................................
(Tax Identification or Social Security Number)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature: ........................................................
Name: ........................................................................
(Please Type or Print)
Title: .......................................................................
Name of Firm: ................................................................
Address: .....................................................................
..............................................................................
(Include Zip Code)
Area Code and Telephone Number: ..............................................
Date: ............ , 2000
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Signature Guarantee. Except as otherwise provided below, all signatures
on this Letter of Transmittal must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Security Transfer Agents Medallion Program, The New
York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program (each, an "Eligible Institution"). Signatures on this Letter
of Transmittal need not be guaranteed (a) if this Letter of Transmittal is
signed by the registered Holder(s) (which term, for purposes of this document,
includes any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Shares) of the Shares tendered
herewith and such Holder(s) has not completed the box entitled either "Special
Payment Instructions" or "Special Delivery Instructions" on this Letter of
Transmittal or (b) if such Shares are tendered for the account of an Eligible
Institution. See Instruction 5 of this Letter of Transmittal.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry
Confirmations. This Letter of Transmittal must be received by the Depositary at
one of its addresses set forth herein prior to the Expiration Date (as defined
in the Offer to Purchase).
Holders whose Certificates are not immediately available or who cannot
deliver their Certificates and all other required documents to the Depositary
prior to the Expiration Date or who cannot complete the procedures for Book-
Entry Transfer on a timely basis may nevertheless tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedure set forth in Section 3--"Procedures for
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 provided by the Purchaser, must be received by the Depositary prior to the
Expiration Date; and (iii) Certificates, as well as a Letter of Transmittal (or
copy thereof), properly completed and duly executed with any required signature
guarantees (or, in the case of a book-entry delivery, an Agent's Message (as
defined in the Offer to Purchase), and all other documents required by this
Letter of Transmittal must be received by the Depositary within three business
days after the date of execution of such Notice of Guaranteed Delivery. If
Certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal (or copy thereof) must
accompany each such delivery.
The method of delivery of this Letter of Transmittal, the Shares,
Certificates and all other required documents, including delivery through the
Book-Entry Transfer Facility, is at the option and risk of the tendering
Holder, and the delivery will be deemed made only when actually received by the
Depositary (including, in the case of Book-Entry Transfer, by Book-Entry
Confirmation (as defined in the Offer to Purchase)). 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. All tendering Holders, by execution of
this Letter of Transmittal (or a copy hereof), 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 and/or the number of
Shares should be listed on a separate schedule and attached hereto.
4. Partial Tenders (Applicable to Certificate Holders Only; Not Applicable
to Shares Which are Tendered by Book-Entry Transfer). If fewer than all the
Shares evidenced by any Certificate submitted are to be tendered, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered". In such cases, new Certificate(s) evidencing the remainder of the
Shares that were evidenced by
7
<PAGE>
Certificate(s) delivered to the Depositary will be sent to the person signing
this Letter of Transmittal, unless otherwise provided in the box entitled
"Special Delivery Instructions" on this Letter of Transmittal, as soon as
practicable after the Expiration Date. All Shares represented by Certificate(s)
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 Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of the
Shares.
If this Letter of Transmittal or any Certificate or stock power is signed by
a trustee, executor, administrator, 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 evidence satisfactory to the Depositary
and the Purchaser of such person's authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered Holder(s) of the
Shares transmitted hereby, no endorsements of Certificate(s) or separate stock
powers are required unless payment is to be made to, or Certificate(s)
evidencing the Shares not tendered or purchased are to be issued in the name
of, a person other than the registered Holder(s). Signatures on such
Certificate(s) or 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 Shares tendered hereby, the Certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered Holder(s) appear(s) on such
Certificate(s). Signatures on such Certificate(s) or stock powers must be
guaranteed by an Eligible Institution.
6. Transfer Taxes. Except as otherwise provided in this Instruction 6, the
Purchaser will pay or cause to be paid any transfer taxes with respect to the
transfer and sale of purchased 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, in the circumstances permitted hereby, if Certificate(s) for the
Shares not tendered or purchased are to be registered in the name of, any
person other than the registered holder, or if tendered Certificate(s) are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any transfer taxes (whether imposed on the
registered Holder or such person) payable on account of the transfer to such
person will be deducted from the purchase price for such Shares if satisfactory
evidence of the payment of such taxes, or exemption therefrom, is not
submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Certificate(s) listed in this Letter
of Transmittal.
7. Special Payment and Delivery Instructions. If a check for the purchase
price is to be issued in the name of, and/or Certificates for the Shares not
tendered or not accepted for payment are to be issued in the name of, a person
other than the signer of this Letter of Transmittal or if a check and/or such
Certificates for Shares are to be mailed to someone other than the signer of
this Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed. A Book-
Entry Holder may request that Shares not accepted for payment be credited to
such account maintained at the Book-
8
<PAGE>
Entry Transfer Facility as such Book-Entry Holder may designate under "Special
Payment Instructions". If no such instructions are given, such Shares not
accepted for payment will be returned by crediting the account at the Book-
Entry Transfer Facility designated above.
8. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to, or additional copies of the Offer to Purchase,
this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials may be obtained from, the Information Agent or the Dealer
Manager at their respective addresses set forth on the back cover of the Offer
to Purchase or from your broker, dealer, commercial bank or trust company.
9. Lost, Mutilated or Destroyed Certificates. If any Certificates have been
lost, mutilated or destroyed, the Holder should promptly notify the Depositary
by checking the box immediately preceding the special payment/special delivery
instructions and indicating the number of Shares lost. The Holder will then be
instructed as to the procedure to be followed in order to replace the relevant
Certificates. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, mutilated or destroyed
Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A COPY HEREOF, TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under the "backup withholding" provisions of federal tax law, the Depositary
may be required to withhold 31% of the purchase price of Shares purchased
pursuant to the Offer. To prevent backup withholding, each tendering
shareholder should complete and sign the Substitute Form W-9 included in this
Letter of Transmittal and either: (a) provide the shareholder's correct
taxpayer identification number ("TIN") and certify, under penalties of perjury,
that the TIN provided is correct (or that such shareholder is awaiting a TIN),
and that (i) the shareholder has not been notified by the Internal Revenue
Service ("IRS") that the shareholder is subject to backup withholding as a
result of failure to report all interest or dividends, or (ii) the IRS has
notified the shareholder that the shareholder is no longer subject to backup
withholding; or (b) provide an adequate basis for exemption. If "Applied for"
is written in Part I of the substitute Form W-9, the Depositary will retain 31%
of any payment of the purchase price for tendered Shares during the 60-day
period following the date of the Substitute Form W-9. If the shareholder
furnishes the Depositary with his or her TIN within 60 days of the date of the
Substitute W-9, the Depositary will remit such amount retained during the 60-
day period to the shareholder and no further amounts will be retained or
withheld from any payment made to the shareholder thereafter. If, however, the
shareholder has not provided the Depositary with his or her TIN within such 60-
day period, the Depositary will remit such previously-retained amounts to the
IRS as backup withholding and shall withhold 31% of any payment of the purchase
price for the tendered Shares made to the shareholder thereafter unless the
shareholder furnishes a TIN to the Depositary prior to such payment. In
general, an individual's TIN is the individual's Social Security number. If a
certificate for tendered Shares is registered in more than one name or is not
in the name of the actual owner, consult the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report. If the Depositary is not provided with the correct
TIN or an adequate basis for exemption, the shareholder may be subject to a $50
penalty imposed by the IRS and backup withholding at a rate of 31%. Certain
holders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. In order to satisfy the Depositary that a foreign individual
qualifies as an exempt recipient, such foreign individual must submit a
statement (generally, IRS Form W-8), signed under penalties of perjury,
attesting to that individual's exempt status. A form for such statements can be
obtained from the Depositary.
9
<PAGE>
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how an individual who does not
have a TIN can obtain one and how to complete the Substitute Form W-9 if Shares
are held in more than one name), consult the Guidelines of the IRS for
Certification of Taxpayer Identification Number on Substitute Form W-9 attached
to this Letter of Transmittal.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 31% of the amount of any payments for such Shares. Backup withholding
is not an additional federal income tax. Rather, the federal income tax
liability of a person 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 the appropriate information is furnished to
the IRS.
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<PAGE>
PAYOR: THE AMERICAN STOCK TRANSFER & TRUST COMPANY, AS DEPOSITARY
Name _________________________________________________
SUBSTITUTE Address ______________________________________________
Form W-9 (Number and Street)
-----------------------------------------------------
Department of (City) (State) (Zip Code)
the Treasury
Internal
Revenue
Service
Check appropriate box:
Individual[_] Corporation[_]
Request for Partnership[_] Other (specify)[_]
Taxpayer Part I.--Please provide SSN: __________________
Identification your taxpayer
Number (TIN) and identification number in
Certification the space at right. If
awaiting TIN, write
"Applied For."
or
--------------------------------------------------------
EIN: __________________
--------------------------------------------------------
Part II.--For payees exempt from backup withholding.
See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-
9."
--------------------------------------------------------
Part III.--CERTIFICATION
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me), and
(2) I am not subject to backup withholding either
because: (a) I have not been notified by the IRS
that I am subject to backup withholding as a
result of a failure to report all interests or
dividends, or (b) the IRS has notified me that I
am no longer subject to backup withholding.
Certification Instructions--You must cross out item
(2) above if you have been notified by the IRS that
you are 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 notification from the IRS that you are no
longer subject to backup withholding, do not cross
out item (2).
--------------------------------------------------------
SIGNATURE ____________________________________________
DATE _________________________________________________
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.
11
<PAGE>
Questions and requests for assistance may be directed to the Information
Agent or Dealer Manager at their respective addresses and telephone numbers set
forth below. Additional copies of the Offer to Purchase, this Letter of
Transmittal or other related tender offer materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust
companies.
The Information Agent for the Offer is:
445 Park Avenue, 5th Floor
New York, New York 10022
Banks and Brokerage Firms Call:
(880) 662-5200
Shareholders Please Call:
(800) 566-9061
The Dealer Manager for the Offer is:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000 (call collect)
(800) 323-5678 (call toll free)
