FORM OF LETTER OF TRANSMITTAL
EXHIBIT (A)(1)-2
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HIA, INC.
LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock
of
HIA, Inc.
Tendered Pursuant to the Offer to Purchase
Dated October 30, 2000
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., MOUNTAIN STANDARD TIME, ON FRIDAY, DECEMBER 15, 2000,
UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
COMPUTERSHARE TRUST COMPANY, INC.
For Mail or by Hand:
Computershare Trust Company, Inc.
12039 West Alameda Parkway, Suite Z-2
Lakewood, Colorado 80228
For Information: By Facsimile:
(303) 986-5400 (303) 986-2444
(For Eligible Institutions Only)
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DESCRIPTION OF SHARES TENDERED (See instructions 3 and 4.)
<TABLE>
DESCRIPTION OF SHARES TENDERED
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Print Name and Address of Certificate(s) Enclosed
Registered Holder(s) (Attach signed list if necessary)
(Please Fill in exactly as name appears
on certificate)
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Total
Number of
Shares
Represented Number of
Certificate By Shares
Number(s)*
Certificate(s)*Tendered**
----------------------------------------
<S> <C> <C> <C>
Total:
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<CAPTION>
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented
by any certificates delivered to the depositary are being tendered. See
Instruction 4.
</CAPTION>
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS BY AN ELIGIBLE INSTITUTION VIA A
FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This letter of transmittal is to be used if certificates are to
be forwarded herewith or if delivery of Shares is to be made by book-
entry transfer to the depositary's account at the book-entry transfer
facility pursuant to the procedures set forth in Section 2 of the offer
to purchase.
Shareholders whose share certificates are not immediately
available or who cannot deliver the certificates and all other
documents required by this letter of transmittal to the depositary on
or prior to the expiration date (as defined in the offer to purchase),
or who cannot comply with the procedure for book-entry transfer on a
timely basis, may nevertheless tender their shares pursuant to the
guaranteed delivery procedure as set forth in Section 2 of the offer to
purchase. See Instruction 2.
Delivery of documents to HIA, Inc. or to the book-entry transfer
facility does not constitute a valid delivery.
[ ] CHECK HERE IF ANY CERTIFICATES REPRESENTING SHARES TENDERED
HEREBY HAVE BEEN LOST, STOLEN, DESTROYED OR MUTILATED. YOU MUST
COMPLETE YOUR LETTER OF TRANSMITTAL AND RETURN IT TO THE
DEPOSITARY AND THEREAFTER THE DEPOSITARY WILL SEND YOU AN
AFFIDAVIT OF LOSS. ALTERNATIVELY, YOU MAY CALL THE DEPOSITARY AT
(303) 986-5400 TO OBTAIN AN AFFIDAVIT OF LOSS, WHICH CAN THEN BE
SUBMITTED WITH THE LETTER OF TRANSMITTAL. A BOND WILL BE
REQUIRED TO BE POSTED BY THE SHAREHOLDER TO SECURE AGAINST THE
RISK THAT THE CERTIFICATES MAY BE SUBSEQUENTLY RECIRCULATED AND A
FEE MUST BE PAID TO THE DEPOSITARY FOR THE ISSUANCE OF A NEW
CERTIFICATE. THE DEPOSITARY WILL MAKE ARRANGEMENTS FOR THE BOND
UPON YOUR REQUEST. EACH OF THE LETTER OF TRANSMITTAL, THE
AFFIDAVIT OF LOSS, THE BOND AND THE FEE TO THE DEPOSITARY MUST BE
RECEIVEED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE OF THE
OFFER. PLEASE CALL THE DEPOSITARY AT (303) 986-5400 TO OBTAIN
AN AFFIDAVIT OF LOSS AND FOR FURTHER INSTRUCTIONS AS TO THE
DETERMINATION OF THE APPROPRIATE BOND AND FEE. SEE INSTRUCTION
11.
(BOX BELOW FOR USE BY ODD LOT SHAREHOLDERS ONLY - SEE INSTRUCTION 10)
The undersigned either (check one box):
[ ] was the beneficial owner as of the close of business on October
30, 2000, and continues to own beneficially as of the expiration
date, an aggregate of fewer than 100 Shares, all of which are
being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other
nominee that (i) is tendering, for the beneficial owners thereof,
Shares with respect to which it is the record owner, and (ii)
believes, based upon representations made to it by each such
beneficial owner, that such beneficial owner owned beneficially
as of the close of business on October 30, 2000, and continues to
own beneficially as of the expiration date, an aggregate of fewer
than 100 Shares and is tendering all such Shares.
(BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ---------------------------------
Account No.: ---------------------------------------
Transaction Code No.: -----------------------------------
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Names of Registered Holder(s): --------------------------------
Window Ticket Number (if any): --------------------------------
Date of Execution of Notice of Guaranteed Delivery: ------------
DTC Participant Number: ----------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The person signing this letter hereby tenders to HIA, Inc., a New
York corporation (the "Company"), the above-described shares of its
common stock, par value $0.01 per share (such shares, are hereinafter
referred to as the "Shares"), at a price per share of $.25, pursuant to
the Company's offer to purchase up to 3,000,000 Shares, upon the terms
and subject to the conditions set forth in the offer to purchase, dated
October 30, 2000, receipt of which is hereby acknowledged, and in this
letter of transmittal, which together constitute the "offer."
Subject to, and effective upon, acceptance for payment of and
payment for the Shares tendered herewith in accordance with the terms
and subject to the conditions of the offer, including, if the offer is
extended or amended, the terms and conditions of any such extension or
amendment, the undersigned hereby sells, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to
all the Shares that are being tendered hereby or orders the
registration of the Shares tendered by book-entry transfer that are
purchased pursuant to the offer to or upon the order of the Company and
irrevocably constitutes and appoints the depositary the true and lawful
agent and attorney- in-fact of the undersigned with respect to the
Shares, with full power of substitution, such power of attorney being
deemed to be an irrevocable power coupled with an interest, to (a)
deliver certificates for the Shares, or transfer ownership of the
Shares on the account books maintained by the book-entry transfer
facility, together, in any case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Company upon
receipt by the depositary, as the undersigned's agent, of the purchase
price with respect to the Shares, (b) present certificates for the
Shares for cancellation and transfer on the books of the Company and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of the Shares, 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 Shares tendered hereby and that, when and to the extent
the same are accepted for payment by the Company, the Company will
acquire good, marketable and unencumbered title thereto, free and clear
of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer
thereof, and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional
documents deemed by the depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Shares
tendered hereby.
The undersigned hereby represents and warrants that the
undersigned has read and agrees to all of the terms of the offer. All
authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Except as stated in the offer, this tender
is irrevocable.
The undersigned understands that tenders of Shares pursuant to
any one of the procedures described in the offer to purchase and in the
instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the offer, including the undersigned's
representation and warranty that (i) the undersigned has a net long
position in the Shares being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, and
(ii) the tender of the Shares complies with Rule 14e-4. HIA, Inc.'s
acceptance for payment of Shares tendered pursuant to the offer will
constitute a binding agreement between the undersigned and the Company
upon the terms and subject to the conditions of the offer.
The undersigned understands that the Company will pay for Shares
validly tendered and not withdrawn pursuant to the offer taking into
account the number of Shares so tendered. The undersigned understands
that all Shares properly tendered and not withdrawn will be purchased
at the $.25 purchase price, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions of the offer,
including its proration and conditional tender provisions, and that the
Company will return all other Shares not purchased because of proration
and Shares that were conditionally tendered and not accepted. The
undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the offer to purchase and in the
instructions hereto will constitute an agreement between the
undersigned and the Company upon the terms and subject to the
conditions of the offer.
The undersigned recognizes that, under certain circumstances set
forth in the offer to purchase, the Company may terminate or amend the
offer or may postpone the acceptance for payment of, or the payment
for, Shares tendered or may not be required to purchase any of the
Shares tendered hereby or may accept for payment fewer than all of the
Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions,"
please issue the check for the purchase price of any Shares purchased,
and/or return any Shares not tendered or not purchased, in the name(s)
of the undersigned, and, in the case of Shares tendered by book-entry
transfer, by credit to the account at the book-entry transfer facility.
Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of any
Shares purchased and/or any certificates for Shares not tendered or not
purchased, and accompanying documents, as appropriate, to the
undersigned at the address shown below the undersigned's signature(s).
In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the
purchase price of any Shares purchased and/or return any Shares not
tendered or not purchased in the name(s) of, and mail said check and/or
any certificates to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation, pursuant to the "Special
Payment Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if the Company does not accept for payment
any of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 5, 6 and 7)
To be completed ONLY if the check for the purchase price of shares
purchased and/or certificates for shares not tendered or not purchased
are to be issued in the name of someone other than the undersigned.
Issue: -- Check
and/or -- Certificate(s) to:
Name -------------------------------
(Please Print)
Address:-----------------------------
-------------------------------------
(Include Zip Code)
-------------------------------------
(Taxpayer Identification or Social Security No.)
(See Substitute Form W-9 herein)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 7)
To be completed ONLY if the check for the purchase price of shares
purchased and/or certificates for 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 below the undersigned's
signature(s).
Mail: -- Check
and/or -- Certificate(s) to:
Name -------------------------------
(Please Print)
Address:------------------------------
--------------------------------------
(Include Zip Code)
-------------------------------------
(Taxpayer Identification or Social Security No.)
CONDITIONAL TENDER
You may condition the tender of your shares upon the purchase by
HIA, Inc. of a specified minimum number of the shares you tendered.
See Section 5 in the offer to purchase. Unless at least the minimum
number of shares tendered by you is purchased by HIA, Inc., none of the
shares tendered hereby will be purchased. It is your responsibility to
calculate the minimum number of shares, and you are urged to consult
your tax advisor. Unless this box has been completed and a minimum
specified, the tender will be deemed unconditional: --
Minimum number of shares that must be purchased, if any are
purchased:
-------------- shares (fill in)
SIGN HERE
(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9 INCLUDED IN
THIS LETTER OF TRANSMITTAL)
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(Signature(s) of Shareholder(s))
Dated ------------------, 2000
Name(s): ---------------------------------------------------------
Capacity (full title): -------------------------------------------
Address (Include Zip Code):----------------------------------------
Area Code and Telephone No.: -------------------------------------
Tax Identification Number or
Social Security Number (see substitute Form W-9 included herewith):
-----------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: -------------------------------------------------
Name: -----------------------------------------------------------------
Name of Firm: --------------------------------------------------------
Title: ---------------------------------------------------------------
Address: -------------------------------------------------------------
Area Code and Tele. No.: ---------------------------------------------
Dated: -----------------------, 2000
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below,
all signatures on this letter of transmittal must be guaranteed by a
firm that is an eligible institution because it is a member of a
registered national securities exchange or the National Association of
Securities Dealers, Inc., or by a commercial bank, a trust company, a
savings bank, a savings and loan association or a credit union which
has membership in an approved signature guarantee medallion program.
No signature guarantee is required (a) if this letter of transmittal is
signed by the registered holder(s) of the 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 herewith, and such holder(s)
have not completed the box entitled "Special Payment Instructions" or
the box entitled "Special Delivery Instructions" on this letter of
transmittal or (b) if the Shares are tendered for the account of an
eligible institution. See instruction 5.
2. Delivery of letter of transmittal and Shares. This letter of
transmittal or, in the case of a book-entry transfer, an agent's
message, as defined below, is to be used either if certificates are to
be forwarded herewith or if delivery of Shares is to be made by book-
entry transfer pursuant to the procedures set forth in Section 2 of the
offer to purchase. Certificates for all physically delivered Shares,
or a confirmation of a book-entry transfer into the depositary's
account at the book-entry transfer facility of all Shares delivered
electronically, as well as a properly completed and duly executed
letter of transmittal, or a manually signed copy thereof, and any other
documents required by this letter of transmittal, must be received by
the depositary at the address set forth on the front page of this
letter of transmittal on or prior to the expiration date, as defined in
the offer to purchase. The term "agent's message" means a message
transmitted by the book-entry transfer facility to, and received by,
the depositary and forming a part of the book-entry confirmation, which
states that the book-entry transfer facility has received an express
acknowledgment from the participant in the book-entry transfer facility
tendering the Shares, that such participant has received and agrees to
be bound by the terms of the letter of transmittal and that the Company
may enforce the agreement against the participant.
Shareholders whose certificates are not immediately available or
who cannot deliver certificates for their Shares and all other required
documents to the depositary before the expiration date, or whose Shares
cannot be delivered on a timely basis pursuant to the procedures for
book-entry transfer, must, in any such case, tender their Shares by or
through any eligible institution by properly completing and duly
executing and delivering a Notice of Guaranteed Delivery (or facsimile
thereof) and by otherwise complying with the guaranteed delivery
procedure set forth in Section 2 of the offer to purchase. Pursuant to
such procedure, certificates for all physically tendered Shares or
book-entry confirmations, as the case may be, as well as a properly
completed and duly executed letter of transmittal (or facsimile hereof)
and all other documents required by this letter of transmittal, must be
received by the depositary within three business days after receipt by
the depositary of such Notice of Guaranteed Delivery, all as provided
in Section 2 of the offer to purchase.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, facsimile transmission or mail to the
depositary and must include a signature guarantee by an eligible
institution in the form set forth therein. For Shares to be tendered
validly pursuant to the guaranteed delivery procedure, the depositary
must receive the Notice of Guaranteed Delivery on or before the
expiration date.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK
OF THE TENDERING SHAREHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF CERTIFICATES FOR SHARES
ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED.
Except as specifically permitted by Section 5 of the offer to
purchase, no alternative or contingent tenders will be accepted. See
Section 1 of the offer to purchase. By executing this letter of
transmittal, or a facsimile thereof, the tendering shareholder waives
any right to receive any notice of the acceptance for payment of the
Shares.
3. Inadequate Space. If the space provided herein is inadequate,
the certificate numbers and/or the number of Shares should be listed on
a separate schedule signed by all of the required signatories and
attached hereto.
4. Partial Tenders; Not Applicable to Shareholders Who Tender by
Book-Entry Transfer. If fewer than all the Shares represented by any
certificate delivered to the depositary are to be tendered, fill in the
number of Shares that are to be tendered in the box entitled "Number of
Shares Tendered." In this case, a new certificate for the remainder of
the Shares represented by the old certificate will be sent to the
person(s) signing this letter of transmittal, unless otherwise provided
in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this letter of transmittal, as promptly as
practicable following the expiration or termination of the offer. All
Shares represented by 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 Shares tendered hereby, the signature(s)
must correspond with the name(s) as written on the face of the
certificates without alteration, enlargement or any change whatsoever.
If any of the Shares tendered hereby are held of record by two or
more persons, all persons must sign this letter of transmittal.
If any of the Shares tendered hereby are registered in different
names on different certificates, it will be necessary to complete, sign
and submit as many separate letters of transmittal as there are
different registrations of certificates.
If this letter of transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless payment of
the purchase price is to be made to, or Shares not tendered or not
purchased are to be registered in the name of, any person other than
the registered holder(s). Signatures on any such certificates or stock
powers must be guaranteed by an eligible institution. See instruction
1.
If this letter of transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby, certificates
evidencing the 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 the certificates for
the Shares. Signature(s) on any certificates or stock powers must be
guaranteed by an eligible institution. See instruction 1.
If this letter of transmittal or any 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, the person should so indicate when signing,
and proper evidence satisfactory to HIA, Inc. of the authority of the
person so to act must be submitted.
6. Stock Transfer Taxes. HIA, Inc. will pay or cause to be paid
any 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 is to be made to, or Shares not tendered or not
purchased are to be registered in the name of, any person other than
the registered holder(s), or if tendered Shares are registered in the
name of any person other than the person(s) signing this letter of
transmittal, the amount of any stock transfer taxes, whether imposed on
the registered holder(s), the other person or otherwise, payable on
account of the transfer to the person will be deducted from the
purchase price unless satisfactory evidence of the payment of taxes, or
exemption therefrom, is submitted. See Section 4 of the offer to
purchase. Except as provided in this instruction 6, it will not be
necessary to affix transfer tax stamps to the certificates representing
Shares tendered hereby.
7. Special Payment and Delivery Instructions. If the check for
the purchase price of any Shares purchased is to be issued in the name
of, and/or any Shares not tendered or not purchased are to be returned
to, a person other than the person(s) signing this letter of
transmittal or if the check and/or any certificates for Shares not
tendered or not purchased are to be mailed to someone other than the
person(s) signing this letter of transmittal or to an address other
than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions"
and/or "Special Delivery Instructions" on this letter of transmittal
should be completed. Shareholders tendering Shares by book-entry
transfer will have any Shares not accepted for payment returned by
crediting the account maintained by the shareholder at the book-entry
transfer facility from which the transfer was made.
8. Substitute Form W-9 and Form W-8. The tendering shareholder
is required to provide the depositary with either a correct taxpayer
identification number on Substitute Form W-9, which is provided under
"Important Tax Information" below, or a properly completed Form W-8.
Failure to provide the information on either Substitute Form W-9 or
Form W-8 may subject the tendering shareholder to 31% federal income
tax backup withholding on the payment of the purchase price. The line
in Part 2 of Substitute Form W-9 may be signed if the tendering
shareholder has not been issued a taxpayer identification number and
has applied for a number or intends to apply for a number in the near
future. If the line in Part 2 is signed and the depositary is not
provided with a taxpayer identification number by the time of payment,
the depositary will withhold 31% on all payments of the purchase price
thereafter until a taxpayer identification number is provided to the
depositary.
9. Requests for Assistance or Additional Copies. Any questions
or requests for assistance may be directed to the depositary at their
telephone number and address listed above. Requests for additional
copies of the offer to purchase, this letter of transmittal or other
tender offer materials may also be directed to the Company and copies
will be furnished promptly at HIA, Inc.'s expense. Shareholders may
also contact their local broker, dealer, commercial bank or trust
company for assistance concerning the offer.
10. Odd Lots. As described in Section 1 of the offer to
purchase, if fewer than all Shares validly tendered and not withdrawn
prior to the expiration date are to be purchased, the Shares purchased
first will consist of all Shares tendered by any shareholder who owned
beneficially as of the close of business on October 30, 2000, and
continues to own beneficially as of the expiration date, an aggregate
of fewer than 100 Shares and who validly tendered all such Shares.
Partial tenders of Shares will not qualify for this preference and this
preference will not be available unless the box captioned "Odd Lots" in
this letter of transmittal is completed.
11. Lost, Stolen, Destroyed or Mutilated Certificates. If any
certificate representing shares has been lost, stolen, destroyed or
mutilated, the shareholder should promptly notify the depositary by
checking the box set forth above in the section captioned "Description
of Shares Tendered" and indicating the number of shares so lost,
stolen, destroyed or mutilated. Such shareholder will then be
instructed by the depositary as to the steps that must be taken in
order to replace the certificate. Alternatively, the shareholder may
call the depositary to obtain an affidavit of loss, which then must be
submitted with this letter of transmittal. A bond will be required to
be posted by the shareholder to secure against the risk that the
certificate may be subsequently recirculated and a fee must be paid to
the depositary for the expense of issuing a new certificate. The
depositary will make arrangements for the bond upon your request. This
letter of transmittal and related documents cannot be processed until
the procedures for replacing lost, stolen, destroyed or mutilated
certificates have been followed. Each of the transmittal letter, the
affidavit of loss, the bond and the fee to the depositary must be
received by the depositary prior to the expiration date of the offer.
Shareholders may contact the depositary at (303) 986-5400 to expedite
such process and to determine the appropriate bond and fee.
12. Irregularities. All questions as to the purchase price, the
form of documents, and the validity, eligibility, including time of
receipt, and acceptance of any tender of Shares will be determined by
HIA, Inc., in its sole discretion, and its determination shall be final
and binding. HIA, Inc. reserves the absolute right to reject any or
all tenders of Shares that it determines are not in proper form or the
acceptance for payment of or payment for Shares that may, in the
opinion of HIA, Inc.'s counsel, be unlawful. Except as otherwise
provided in the offer to purchase, HIA, Inc. also reserves the absolute
right to waive any of the conditions to the offer or any defect or
irregularity in any tender of Shares and HIA, Inc.'s interpretation of
the terms and conditions of the offer, including these instructions,
shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such
time as HIA, Inc. shall determine.
NONE OF HIA, INC., THE DEPOSITARY OR ANY OTHER PERSON SHALL BE
UNDER ANY DUTY TO GIVE NOTICE OF ANY DEFECT OR IRREGULARITY IN TENDERS,
NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH
NOTICE. TENDERS WILL NOT BE DEEMED TO HAVE BEEN MADE UNTIL ALL DEFECTS
AND IRREGULARITIES HAVE BEEN CURED OR WAIVED.
IMPORTANT: THIS LETTER OF TRANSMITTAL, OR A MANUALLY SIGNED COPY
THEREOF, TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
THE FEDERAL INCOME TAX DISCUSSION SET FORTH HEREIN IS INCLUDED FOR
GENERAL INFORMATION ONLY. IT MAY NOT BE APPLICABLE TO NON-U.S.
SHAREHOLDERS. ALL SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OFFER.
Under United States federal income tax law, a shareholder whose
tendered Shares are accepted for payment is required to provide the
depositary, as payer, with the shareholder's correct taxpayer
identification number on Substitute Form W-9 below. If the shareholder
is an individual, the taxpayer identification number is his or her
social security number. For businesses and other entities, the number
is the employer identification number. If the depositary is not
provided with the correct taxpayer identification number or properly
completed Form W-8, the shareholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that
are made to such shareholder with respect to Shares purchased pursuant
to the offer may be subject to backup withholding.
Certain shareholders, including, among others, all corporations
and certain foreign individuals and entities, are not subject to these
backup withholding and reporting requirements. In order for a
noncorporate foreign shareholder to qualify as an exempt recipient,
that shareholder must complete and sign a Form W-8, Certificate of
Foreign Status, attesting to that shareholder's exempt status. The
Form W-8 can be obtained from the depositary. Exempt shareholders,
other than noncorporate foreign shareholders, should furnish their
taxpayer identification number, write "Exempt" on the face of the
Substitute Form W-9 below and sign, date and return the Substitute Form
W-9 to the depositary.
If federal income tax 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 the tax withheld. If withholding results in
an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid 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 his or her correct
taxpayer identification number by completing the Substitute Form W-9
included in this letter of transmittal certifying that the taxpayer
identification number provided on Substitute Form W-9 is correct and
that (1) the shareholder has not been notified by the Internal Revenue
Service that he or she is subject to federal income tax backup
withholding as a result of failure to report all interest or dividends
or (2) the Internal Revenue Service has notified the shareholder that
he or she is no longer subject to federal income tax backup
withholding. Foreign shareholders must submit a properly completed
Form W-8 in order to avoid the applicable backup withholding; provided,
however, that backup withholding will not apply to foreign shareholders
subject to 30%, or lower treaty rate, withholding on gross payments
received pursuant to the offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the depositary the social
security number or employer identification number of the registered
owner of the Shares. If the Shares are in more than one name or are
not in the name of the actual owner, the shareholder should consult his
or her tax adviser as to which number to report.
TO BE COMPLETED BY ALL TENDERING REGISTERED HOLDERS OF SECURITIES
SUBSTITUTE REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
FORM W-9
Give form to the requester. Do not send to the IRS.
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE
PART 1 - TAXPAYER IDENTIFICATION NUMBER (TIN)
Name -------------------------
Address -------------------------
number and street
-------------------------
city, state, zip
Enter your TIN in the appropriate space. For individuals, this is your
social security number (SSN). However, if you are a resident alien and
you do not have and are not eligible to get a SSN, your TIN is your IRS
individual taxpayer identification number. For other entities, it is
your employer identification number (EIN). If you do not have a
number,
see How to Get a TIN below.
Social security number: ----------------------------
OR
Employer identification number: -------------------------------
PART 2 - 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 because: (a) I am
exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS. - You must cross out item 2 above if you
have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and
dividends on your tax return. For real estate transactions, item 2
does not apply. For mortgage interest paid, acquisition or abandonment
of secured property, cancellation of debt, contributions to an
individual retirement arrangement (IRA), and generally, payments other
than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN.
SIGNATURE DATE
----------------------------- -----------------
How to Get a TIN: If you do not have a TIN, apply for one immediately.
To apply for a SSN, get Form SS-5, Application for Social Security
Card, from your local Social Security Administration office. Get Form
W-7, Application for IRS Individual Taxpayer Identification Number, to
apply for an ITIN or Form SS-4, Application for Employer Identification
Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the
IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS's
Internet Web Site at www. irs.gov.
-----------------------------------------------------------------
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 due to me will be withheld, but will be refunded if I provide
a Taxpayer Identification Number within 60 days.
------------------------- -----------------
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE W-9 FORM MAY
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THIS OFFER.
