<PAGE>
Exhibit (a)(2)
Letter of Transmittal
To Tender Shares of Common Stock
(Including the Associated Preferred Share Purchase Rights)
of
PSC INC.
Pursuant to the Offer to Purchase
Dated June 19, 2000
of
MOHAWK ACQUISITION CORP.
a wholly owned subsidiary of
MOHAWK CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, JULY 17, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
[Logo of ChaseMellon]
By Facsimile Transmission
(for Eligible Institutions only):
Fax: (201) 296-4293
Confirm by Telephone:
(201) 296-4860
<TABLE>
<S> <C> <C>
By Overnight Courier: By Mail: By Hand:
Reorganization Department Reorganization Department Reorganization Department
85 Challenger Road Post Office Box 3301 120 Broadway, 13th Floor
Mail Drop-Reorg. South Hackensack, NJ 07606 New York, NY 10271
Ridgefield Park, NJ 07660
</TABLE>
DESCRIPTION OF SHARES TENDERED
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es)
of Registered Holder(s)
(Please Fill in, if
blank, exactly as
name(s) appear(s) Share Certificate(s) and Share(s) Tendered
on Share Certificate(s)) (Attach additional list if necessary)
---------------------------------------------------------------------
Total Number of
Share Shares Number
Certificate Evidenced By of Shares
Number(s)* Certificate(s)* Tendered**
-------------------------------------------
<S> <C> <C> <C>
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
Total Shares
---------------------------------------------------------------------
</TABLE>
* Need not be completed by Shareholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each Share Certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
<PAGE>
This Letter of Transmittal is to be completed by holders of Common Stock (as
defined below) of PSC Inc. ("Shareholders") either if certificates evidencing
Shares (as defined below) are to be forwarded herewith or if delivery of Shares
is 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.
Shareholders 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
procedure described in Section 3 of the Offer to Purchase. See Instruction 2.
[_]CHECK HERE IF 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 Number: _________________________________________________________
Transaction Code Number: ________________________________________________
[_]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 No. (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________
Name of Institution that Guaranteed Delivery: ___________________________
If delivery is by book-entry transfer, give the following information:
Account Number: _________________________________________________________
Transaction Code Number: ________________________________________________
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT
CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Mohawk Acquisition Corp., a New York
corporation ("Purchaser") and a wholly owned subsidiary of Mohawk Corp., a
Delaware corporation ("Parent"), the above-described shares of common stock,
par value $0.01 per share ("Common Stock"), of PSC Inc., a New York corporation
("PSC"), including the associated preferred share purchase rights ("Rights")
issued pursuant to the Rights Agreement, dated as of December 30, 1997, as
amended, between PSC and ChaseMellon Shareholder Services, L.L.C., as rights
agent (all shares of such Common Stock from time to time outstanding being
collectively referred to as the "Shares") pursuant to Purchaser's offer to
purchase all Shares at $8.45 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
June 19, 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 the
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 June 5, 2000 (collectively, "Distributions") and irrevocably
appoints the Depositary as 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 PSC 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 Parent and Purchaser and each of them, as the attorneys and proxies of
the undersigned, each with full power of substitution, to vote in such manner
as each such attorney and proxy or his 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 PSC (whether
annual or special and whether or not an adjourned or postponed meeting) or
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 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 shares 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 PSC'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, restriction,
charges and encumbrances, and that none of such Shares and Distributions will
be subject to any
3
<PAGE>
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.
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.
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 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 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 of Shares
and Share Certificates evidencing
Shares not tendered or not
purchased are to be issued in the
name of someone other than the
undersigned.
Issue Check and Share Certificate(s) to:
Name: ______________________________
(Please Print)
Address: ___________________________
____________________________________
____________________________________
(Zip Code)
____________________________________
(Tax Identification or Social Security Number)
(See Substitute Form W-9 on reverse side)
Account Number: ____________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check
for the purchase price of Shares
purchased and Share Certificates
evidencing Shares not tendered or
not purchased are to be mailed to
someone other than the undersigned,
or the undersigned at an address
other than that shown under
"Description of Shares Tendered".
Mail Check and Share Certificate(s)
to:
Name: ______________________________
(Please Print)
Address: ___________________________
____________________________________
____________________________________
(Zip Code)
____________________________________
(Tax Identification or Social Security Number)
(See Substitute Form W-9 on reverse side)
5
<PAGE>
IMPORTANT
SHAREHOLDERS: SIGN HERE
(Please Complete Substitute Form W-9 Below)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Signature(s) of Holder(s)
Dated: ________________ , 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share Certificates or on a security position listing by a person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please
provide the following information and see Instruction 5.)
Name(s): ___________________________________________________________________
Please Print
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
----------------------------------------------------------------------------
Include Zip Code
Daytime Area Code and Telephone No: ________________________________________
Taxpayer Identification or
Social Security No.: _______________________________________________________
(See Substitute Form W-9 on reverse side)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION
GUARANTEE IN SPACE BELOW
6
<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 Security Transfer Agent
Medallion Signature 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" on the reverse hereof 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 if tenders are to be made pursuant to the procedures for tenders 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 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, 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 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 procedure described in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by 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 manually signed 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 (as defined in Section 3 of the Offer
to Purchase)) and any other documents required by this Letter of Transmittal,
must be received by the Depositary within three Nasdaq Stock Market ("Nasdaq")
trading days after the date of execution of such Notice of Guaranteed Delivery,
all as described in Section 3 of the Offer to Purchase.
The method of delivery of this Letter of Transmittal, Share Certificates and
all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and risk of the tendering Shareholder, and
the delivery will be deemed made only when actually received by the Depositary.
If delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and no
fractional 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 on the reverse hereof 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
hereto.
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)
7
<PAGE>
evidencing the remainder of Shares that were evidenced by the Share
Certificates delivered to the Depositary herewith will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the box
entitled "Special Delivery Instructions" on the reverse hereof, 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 the
Share Certificate(s) evidencing the Shares tendered, the Share Certificate(s)
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 or cause to be paid 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" on the reverse hereof, 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.
8
<PAGE>
9. Substitute Form W-9. Unless an exemption from backup withholding and
information reporting requirements is otherwise established with the
Depositary, each tendering Shareholder (or other payee) 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 (or other payee) is not subject to backup withholding of
federal income tax. If a tendering Shareholder (or other payee) 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. 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.
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).
9
<PAGE>
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 payer)
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 the 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" 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 write "Applied For" in the
space provided for the TIN in Part I, and sign and dated 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% of all payments of
the purchase price to such Shareholder until a TIN is provided to the
Depositary.
10
<PAGE>
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
--------------------------------------------------------------------------------
Part I--Taxpayer
SUBSTITUTE Identification Number-- Social security number
For all accounts, enter
your taxpayer
identification number
in the box at right.
(For most individuals,
this is your social
security number. If you
do not have a number,
see "Obtaining a
Number" in the enclosed
Guidelines.) Certify by
signing and dating
below. Note: If the
account is in more than
one name, see the chart
in the enclosed
Guidelines to determine
which number to give
the payer.
Form W-9
Department of the or
Treasury
Internal Revenue Employer identification
Service number
Payer's Request for
Taxpayer ------------------------
Identification Number (If awaiting TIN, write
(TIN) "Applied For")
--------------------------------------------------------------------------------
Part II--For Payees Exempt from Backup Withholding, see the enclosed
Guidelines and complete as instructed therein.
--------------------------------------------------------------------------------
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 (the "IRS") that I am subject to back-up withholding as a
result of failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding.
Certificate 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 underreporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out item (2). (Also see
instructions in the enclosed Guidelines.)
--------------------------------------------------------------------------------
SIGNATURE _________________________________________ DATE ______________, 2000
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THIS 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 ARE AWAITING A
TAXPAYER IDENTIFICATION NUMBER.
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 cash payments made to me thereafter
will be withheld until I provide a taxpayer identification number.
Signature: ____________________________________________ Date: _______________
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<PAGE>
Facsimiles of the Letter of Transmittal, properly completed and duly signed,
will be accepted. The Letter of Transmittal and certificates evidencing Shares
and any other required documents should be sent or delivered by each
Shareholder or such Shareholder's broker, dealer, commercial bank, trust
company or other nominee to the Depositary at one of its addresses or to the
facsimile number set forth above.
---------------
Questions or requests for assistance may be directed to the Information
Agent at its address and telephone number listed below. Additional copies of
the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained from the Information Agent. A Shareholder may also
contact brokers, dealers, commercial banks or trust companies for assistance
concerning the Offer.
The Information Agent for the Offer is:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th floor
New York, New York 10022
Bankers and Brokers call: (212) 750-5833
All Others Call Toll Free: (888) 750-5834
The Dealer Manager for the Offer is:
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Call Collect: (212) 270-2631
June 19, 2000
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