<PAGE>
Exhibit (a)(4)
Letter of Transmittal
To Tender Warrants
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 SHAREHOLDER SERVICES]
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 WARRANTS TENDERED
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank,
exactly as name(s) appear(s)
on Warrant Certificate(s)) Warrant Certificate(s) Tendered
--------------------------------------------------------------------------------------------
Exercise Price Purchase Price Total Number of
of Warrant(s) of Warrant(s) Underlying
Per Share of Per Share of Shares
Underlying Underlying of Common Stock
Shares of Common Shares of Common Evidenced by
Stock Stock Warrant
Certificate(s)
------------------------------------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------- -----------
</TABLE>
<PAGE>
This Letter of Transmittal is to be completed by holders of Warrants (as
defined below) of PSC Inc. ("Warrant Holders") who hold certificates evidencing
Warrants ("Warrant Certificates") which are to be forwarded herewith. Warrant
Holders whose Warrant Certificates are not immediately available or who cannot
deliver their Warrant 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) and who wish to tender their Warrants must do so pursuant to
the guaranteed delivery procedure described in Section 3 of the Offer to
Purchase. See Instruction 2.
[_]CHECK HERE IF WARRANTS 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): ________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________
Name of Institution that Guaranteed Delivery: ___________________________
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 Warrants ("Warrants"), of
PSC Inc., a New York Corporation ("PSC"), pursuant to Purchaser's offer to
purchase (i) the warrant exercisable prior to September 10, 2001, evidencing
rights to purchase an aggregate of 180,000 shares of common stock, par value
$0.01 per share ("Common Stock") of PSC at a price of $8.00 per share, at a
purchase price of $0.45 per underlying share of Common Stock, and (ii) the
warrants exercisable prior to July 12, 2006, evidencing rights to purchase an
aggregate of 975,000 shares of Common Stock at a price of $5.25 per share, at a
purchase price of $3.20 per underlying share of Common Stock, in either case,
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 Warrants 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 Warrants 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 Warrants that are being tendered hereby and all
dividends, distributions (including, without limitation, distributions of
securities of PSC) and rights declared, paid or distributed in respect of such
Warrants 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 Warrants (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
Warrant Certificates evidencing such Warrants (and all Distributions),
together, with all accompanying evidences of transfer and authenticity, to or
upon the order of Purchaser, (ii) present such Warrants for transfer on the
books of PSC and (iii) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Warrants, 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 Warrants tendered
hereby and all Distributions, that when such Warrants 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 Warrants and Distributions will
be subject to any adverse claim. The undersigned, upon request, shall execute
and deliver all additional documents deemed by the Depositary or Purchaser to
be necessary or desirable to complete the sale, assignment and transfer of
Warrants 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 Warrants 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 Warrants 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 Warrants 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
3
<PAGE>
and conditions of the Offer. Purchaser's acceptance of such Warrants 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 Warrants
purchased and return all Warrant Certificates evidencing Warrants not accepted
for payment in the name(s) of the registered holder(s) appearing above under
"Description of Warrants Tendered". Similarly, unless otherwise indicated below
in the box entitled "Special Delivery Instructions", please mail the check for
the purchase price of all Warrants purchased and return all Warrant
Certificates evidencing Warrants not accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing above under "Description of Warrants Tendered" on the reverse hereof.
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 Warrants purchased and return all Warrant
Certificates evidencing Warrants not accepted for payment in the name(s) of,
and deliver such check and return such Warrant Certificates (and any
accompanying documents, as appropriate) to, the person(s) so indicated. The
undersigned recognizes that Purchaser has no obligation, pursuant to the
Special Payment Instructions, to transfer any Warrants from the name of the
registered holder(s) thereof if Purchaser does not accept for payment any
Warrants 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 Warrants
and Warrant Certificates evidencing
Warrants not purchased are to be
issued in the name of someone other
than the undersigned.
Issue Check and Warrant Certificates to:
Name: ______________________________
(Please Print)
Address: ___________________________
____________________________________
____________________________________
(Zip Code)
____________________________________
(Tax Identification or Social Security Number)
(See Substitute Form W-9 on reverse side)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check
for the purchase price of Warrants
purchased and Warrant Certificates
evidencing Warrants 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 Warrants Tendered".
Mail Check and Warrant Certificates
to:
Name: ______________________________
(Please Print)
Address: ___________________________
____________________________________
____________________________________
(Zip Code)
____________________________________
(Tax Identification or Social Security Number)
(See Substitute Form W-9 on reverse side)
5
<PAGE>
IMPORTANT
WARRANT HOLDERS: 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
Warrant 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 Warrants 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 Warrants are tendered for the
account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Warrant Certificates. This Letter
of Transmittal is to be used if Warrant Certificates are forwarded herewith
pursuant to the procedure set forth in Section 3 of the Offer to Purchase.
Warrant Certificates evidencing all physically tendered Warrants, 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 Warrant Certificates are forwarded to the Depositary in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery. Warrant Holders whose Warrant
Certificates are not immediately available or who cannot deliver their Warrant
Certificates and all other required documents to the Depositary prior to the
Expiration Date may tender their Warrants 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 Warrant Certificates
evidencing all physically delivered Warrants in proper form for transfer by
delivery, together with a Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and duly executed, with any required signature
guarantees 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, Warrant Certificates
and all other required documents is at the option and risk of the tendering
Warrant Holder, 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 Warrants will be purchased. By execution of this Letter of
Transmittal (or a manually signed facsimile hereof), all tendering Warrant
Holders waive any right to receive any notice of the acceptance of their
Warrants for payment.
3. Inadequate Space. If the space provided on the reverse hereof under
"Description of Warrants Tendered" is inadequate, the Exercise Price and the
Purchase Price of the Warrant per share of underlying shares of Common Stock
and the number of underlying shares of Common Stock evidenced by Warrant
Certificates should be listed on a separate signed schedule and attached
hereto.
4. Partial Tenders (not applicable to Warrant Holders).
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of Warrants
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Warrant Certificates evidencing such Warrants without
alteration, enlargement or any other change whatsoever.
If any Warrants tendered hereby are held of record by two or more persons,
all such persons must sign this Letter of Transmittal.
If any Warrants 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 Warrants.
If this Letter of Transmittal is signed by the registered holder(s) of
Warrants tendered hereby, no endorsements of Warrant Certificates or separate
stock powers are required, unless payment is to be made to, or Warrant
Certificates
7
<PAGE>
evidencing Warrants 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 Warrant
Certificate(s) evidencing the Warrants tendered, the Warrant 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 Warrant Certificate(s). Signatures on such Warrant Certificate(s) and
stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Warrant 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 Warrants to it or its order pursuant to the Offer.
If, however, payment of the purchase price of any Warrants purchased is to be
made to or Warrant Certificates evidencing Warrants 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 Warrants 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 Warrant Certificates evidencing
Warrants tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Warrants tendered hereby is to be issued in the name of, and/or
Warrant Certificate(s) evidencing Warrants not accepted for payment are to be
returned to, a person other than the person(s) signing this Letter of
Transmittal or if such check or any such Warrant 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.
9. Substitute Form W-9. Unless an exemption from backup withholding and
information reporting requirements is otherwise established with the
Depositary, each tendering Warrant Holder (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 Warrant Holder (or other payee) is not subject to backup
withholding of federal income tax. If a tendering Warrant Holder (or other
payee) has been notified by the Internal Revenue Service that such Warrant
Holder is subject to backup withholding, such Warrant Holder must cross out
item (2) of the Certification box of the Substitute Form W-9, unless such
Warrant Holder has since been notified by the Internal Revenue Service that
such Warrant Holder is no longer subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
Warrant Holder to 31% federal income tax withholding on the payment of the
purchase price of all Warrants purchased from such Warrant Holder. If the
tendering Warrant Holder has not been issued a TIN and has applied for one or
intends to apply for one in the near future, such Warrant Holder 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
Warrant Holder 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 and Warrant Certificates 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).
8
<PAGE>
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a Warrant Holder whose tendered Warrants
are accepted for payment is generally required to provide the Depositary (as
payer) with such Warrant Holder's correct TIN on Substitute Form W-9 provided
herewith. If such Warrant Holder is an individual, the TIN generally is such
Warrant Holder's social security number. If the Depositary is not provided with
the correct TIN, the Warrant Holder may be subject to a $50 penalty imposed by
the Internal Revenue Service and payments that are made to such Warrant Holder
with respect to Warrants purchased pursuant to the Offer may be subject to
backup withholding of 31%. In addition, if a Warrant Holder 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 Warrant Holders (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 Warrant Holder
should consult his or her tax advisor as to such Warrant Holder'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 Warrant Holder. 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 Warrant Holder
with respect to Warrants purchased pursuant to the Offer, the Warrant Holder is
required to notify the Depositary of such Warrant Holder's correct TIN by
completing the form below certifying that (a) the TIN provided on Substitute
Form W-9 is correct (or that such Warrant Holder is awaiting a TIN), and (b)(i)
such Warrant Holder 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
Warrant Holder that such Warrant Holder is no longer subject to backup
withholding.
What Number to Give the Depositary
The Warrant Holder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of
Warrants tendered hereby. If the Warrants 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 Warrant Holder
has not been issued a TIN and has applied for a number or intends to apply for
a number in the near future, the Warrant Holder 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 Warrant Holder until a TIN is provided
to the Depositary.
9
<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: _______________
10
<PAGE>
Facsimiles of the Letter of Transmittal, properly completed and duly signed,
will be accepted. The Letter of Transmittal and certificates evidencing
Warrants and any other required documents should be sent or delivered by each
Warrant Holder or such Warrant Holder'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 Warrant Holder 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, NY 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, NY 10017
Call Collect: (212) 270-2631
June 19, 2000
11
