<PAGE> 1
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF CLASS A AND CLASS B COMMON STOCK
OF
CENTRAL NEWSPAPERS, INC.
PURSUANT TO THE OFFER TO PURCHASE BY
PACIFIC AND SOUTHERN INDIANA CORP.,
A SUBSIDIARY OF GANNETT CO., INC.
DATED JULY 3, 2000
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, JULY 31, 2000, UNLESS EXTENDED
(SUCH DATE, AS EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE").
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The Depositary for the Offer is:
NORWEST BANK MINNESOTA, N.A.
By Facsimile Transmission:
(for Eligible Institutions only):
(651) 450-4163
Confirm by Telephone:
(651) 450-4110
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By Overnight Courier: By Mail: By Hand:
Norwest Shareowner Services Norwest Shareowner Services Norwest Shareowner Services
161 Concord Exchange P.O. Box 64858 161 Concord Exchange
South St. Paul, MN 55075-1139 St. Paul, MN 55164-0858 South St. Paul, MN 55075-1139
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN
ADDRESS OTHER THAT THE ADDRESS OF THE DEPOSITARY AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
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This Letter of Transmittal is to be completed by stockholders of Central
Newspapers, Inc. if certificates representing shares ("Share Certificates") of
either Class A Common Stock, no par value (the "Class A Common Stock") or Class
B Common Stock, no par value (the "Class B Common Stock" and together with the
Class A Common Stock, the "Company Common Stock") are being tendered herewith
according to the procedures set forth in the Offer to Purchase dated July 3,
2000 (the "Offer to Purchase"). This Letter of Transmittal is to be used by
holders if (i) Share Certificates evidencing Company Common Stock are to be
physically delivered herewith, (ii) delivery of shares of Class A Common Stock
is to be made by book-entry transfer to an account maintained by the Depositary
at the Depository Trust Company (a "Book-Entry Transfer Facility") pursuant to
the procedures set forth in the Offer to Purchase and the Instructions, below,
or (iii) tender of the shares of Company Common Stock is to be made according to
the guaranteed delivery procedures set forth in the Offer to Purchase.
Please print the name(s) and address(es) of the registered holder(s) of the
Company Common Stock in Box 1, below, if they are not already set forth therein,
as they appear on the Share Certificates representing such shares. The
certificate numbers and the number of shares represented by such certificates
that are being tendered also should be indicated in Box 1. Unless otherwise
indicated, it will be assumed that all shares of Company Common Stock evidenced
by each Share Certificate delivered to the Depositary are being tendered hereby.
See Instruction 4.
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BOX 1
DESCRIPTION OF SHARES OF COMPANY STOCK TENDERED
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IF BLANK,
PLEASE
PRINT
NAME(S) AND
ADDRESS(ES)
OF
REGISTERED
HOLDER(S),
EXACTLY AS NUMBER OF NUMBER OF
NAME(S) SHARES OF SHARES OF
APPEAR(S) CLASS A CLASS B
ON CERTIFICATE COMMON STOCK COMMON STOCK
CERTIFICATE(S)* NUMBER(S)* TENDERED TENDERED
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Total Number of
Shares
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* Need not be completed by stockholders delivering shares of Company Stock by
book-entry transfer.
2
<PAGE> 3
Holders of Class A Common Stock may tender their shares by book-entry
transfer by crediting their shares to the Depositary's account at the Depository
Trust Company ("DTC") in accordance with DTC's automated tender offer program
and by complying with applicable automated tender offer program procedures with
respect to the Offer. Participants that are accepting the Offer should transmit
their acceptance to DTC, which will edit and verify the acceptance and execute a
book-entry delivery to the Depositary's account. DTC then will send a
computer-generated message (an "Agent's Message") to the Depositary in which the
holder of the shares acknowledges and agrees to be bound by the terms of, and
makes the representations and warranties contained in, this Letter of
Transmittal, and the Participant confirms on behalf of itself and the beneficial
owners of such shares all provisions of this Letter of Transmittal (including
any representations and warranties) applicable to it and such beneficial owner
as fully as if it had completed the information required herein and executed and
transmitted this Letter of Transmittal. Delivery of the Agent's Message to the
Depositary will satisfy the terms of the Offer as to execution and delivery of a
Letter of Transmittal by the participant identified in the Agent's Message.
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BOX 2
TENDER OF SHARE CERTIFICATES
[ ] CHECK HERE IF SHARE CERTIFICATES ARE ENCLOSED HEREWITH.
[ ] *CHECK HERE IF SHARES OF CLASS A COMMON STOCK ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY
AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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*ONLY HOLDERS OF CLASS A COMMON STOCK ARE ELIGIBLE TO USE BOOK-ENTRY
TRANSFER PROCEDURES. HOLDERS OF CLASS B COMMON STOCK MUST PHYSICALLY
DELIVER THEIR SHARE CERTIFICATES.
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Holders whose 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 or who cannot complete the
procedure for delivery by book-entry transfer on a timely basis and who wish to
tender their shares of Company Common Stock may do so by completing Box 3 below
and complying with the guaranteed delivery procedure described in Section 3 of
the Offer to Purchase. See Instruction 2 below.
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<PAGE> 4
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BOX 3
TO BE USED IF SHARE CERTIFICATES ARE NOT SURRENDERED HEREWITH
[ ] CHECK HERE IF SHARES OF COMPANY STOCK ARE BEING TENDERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY. PLEASE
ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY, AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution that Guaranteed Delivery:
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Ladies and Gentlemen:
The undersigned hereby tenders to Pacific and Southern Indiana Corp., an
Indiana corporation ("Purchaser") and a subsidiary of Gannett Co., Inc., a
Delaware corporation ("Parent"), the shares of Class A Common Stock and/or Class
B Common Stock listed in Box 1, above, of Central Newspapers, Inc., an Indiana
corporation (the "Company"), pursuant to Purchaser's offer to purchase any and
all shares of Class A Common Stock at $64.00 per share and any and all shares of
Class B Common Stock at $6.40 per share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase, receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Offer to Purchase and any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). The
undersigned understands that Purchaser reserves the right to transfer or assign,
in whole or from time to time in part, to one or more of its affiliates the
right to purchase all or any portion of shares of Company Stock tendered
pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, and subject to,
and effective upon, acceptance for payment of shares of Company Stock 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 of Company Stock that are being tendered
hereby and all dividends, distributions (including, without limitation,
distributions of additional shares of Company Stock) and rights declared, paid
or distributed in respect of such shares of Company Stock on or after June 28,
2000, other than customary, quarterly cash dividends payable on or prior to the
Expiration Date (collectively, "Distributions"). Subject to and effective upon
acceptance of payment of the shares tendered herewith, the undersigned hereby
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such shares of Company Stock
(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 of Company Stock (and all
Distributions), or transfer ownership of such shares of Company Stock (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 of
Company Stock (and all Distributions) for transfer on the books of the Company
and (iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such shares of Company Stock (and all Distributions), all in
accordance with the terms of the Offer.
By executing this Letter of Transmittal or delivering an Agent's Message in
lieu of this Letter of Transmittal, the undersigned hereby irrevocably appoints
Purchaser and Parent and each of them, as the attorneys and proxies of the
undersigned, each with full power of substitution, to vote in such manner as
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<PAGE> 5
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 of Company Stock tendered hereby that have been accepted for payment
by Purchaser prior to the time of such vote or other action and all shares of
Company Stock and other securities issued in Distributions in respect of such
shares of Company Stock, which the undersigned is entitled to vote at any
meeting of stockholders of the Company (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 of Company Stock tendered hereby, is irrevocable and is granted in
consideration of, and is effective upon, the acceptance for payment of such
shares of Company Stock 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 of
Company Stock (and all shares of Company Stock and other securities issued in
Distributions in respect of such shares of Company Stock), 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 of Company Stock or
Distributions to be deemed validly tendered, immediately upon Purchaser's
acceptance of such shares of Company Stock for payment, Purchaser must be able
to exercise full voting and other rights with respect to such shares of Company
Stock (and any and all Distributions), including, without limitation, voting at
any meeting of the Company's stockholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer shares of Company
Stock tendered hereby and all Distributions, that when such shares of Company
Stock are accepted for payment by Purchaser, Purchaser will acquire good,
marketable and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges and encumbrances, and that none of
such shares of Company Stock and Distributions will be subject to any adverse
claim. The undersigned, upon request, shall execute and deliver all additional
documents deemed by the Depositary or Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of shares of Company Stock 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 of Company Stock 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 of Company Stock 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 of Company
Stock 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 of Company Stock 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 Box 4, please issue the check for the
purchase price of all shares of Company Stock purchased and return all Share
Certificates evidencing shares of Company Stock not tendered or not accepted for
payment in the name(s) of the registered holder(s) appearing above in Box 1,
above. Similarly, unless otherwise indicated in Box 5, below, please mail the
check for the purchase price of all shares of Company Stock purchased and return
all Share Certificates evidencing shares of Company Stock not tendered or not
accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing in Box 1 above. In the event
that Boxes 4 and 5 are both completed, please issue the check for the purchase
price of all shares of Company Stock purchased and return all Share Certificates
evidencing shares of Company Stock not tendered or not
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<PAGE> 6
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 in Box 4, please credit any
shares of Company Stock 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 of Company Stock from the name of the registered holder(s) thereof if
Purchaser does not accept for payment any shares of Company Stock tendered
hereby.
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<PAGE> 7
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BOX 4
SPECIAL ISSUANCE AND
PAYMENT INSTRUCTIONS
(SEE INSTRUCTION 7)
To be completed ONLY if the check for the purchase price of Company Common
Stock or Share Certificates evidencing shares of Company Common Stock not
tendered or not purchased are to be issued in the name of someone other than the
undersigned. (NOTE: The person named must be the person who completes the
substitute Form W-9.)
Issue the check and/or Share Certificate(s) to:
Name:
------------------------------------------------------
(PLEASE PRINT)
Address:
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----------------------------------------------------------------
(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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BOX 5
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 7)
To be completed ONLY if the check for the purchase price of Company Common
Stock or Share Certificates evidencing shares of Company Common Stock not
tendered or not purchased are to be mailed to someone other than the undersigned
at the address listed in Box 1 above.
(NOTE: The person named must be the person who completes the substitute Form
W-9.)
Mail the check and/or Share Certificate(s) to:
Name:
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(PLEASE PRINT)
Address:
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----------------------------------------------------------------
(INCLUDE ZIP CODE)
[ ] Check this box if this is a permanent change of address.
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7
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BOX 6
HOLDER(S) SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
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X
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X
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(Signature(s) of registered holder(s) or Authorized Signatory(ies))
(NOTE: MUST BE SIGNED BY THE REGISTERED HOLDER(S) EXACTLY AS ITS (THEIR)
NAME(S) APPEAR(S) ON THE SHARE CERTIFICATES OR ON A SECURITY POSITION
LISTING BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S), EVIDENCE
OF WHICH AUTHORIZATION MUST BE TRANSMITTED WITH THIS LETTER OF
TRANSMITTAL. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR,
GUARDIAN, ATTORNEY-IN-FACT, OFFICER, OR OTHER PERSON ACTING IN A FIDUCIARY
OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST COMPLETE THE INFORMATION
BELOW. SEE INSTRUCTION 5).
Name(s):
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Capacity:
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Street Address:
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(include Zip Code)
Area Code and Telephone Number:
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Tax Identification or Social Security Number:
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Signature Guarantee
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW
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8
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BOX 7
(SEE INSTRUCTION 9)
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PAYER'S NAME: NORWEST BANK MINNESOTA, N.A.
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NAME (IF JOINT NAMES, LIST FIRST AND CIRCLE THE NAME OF THE PERSON OR ENTITY WHOSE NUMBER
SUBSTITUTE YOU ENTER IN PART 1 BELOW. SEE INSTRUCTIONS IF YOUR NAME HAS CHANGED)
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ADDRESS
FORM W-9 -----------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY CITY, STATE AND ZIP CODE
INTERNAL REVENUE SERVICE -----------------------------------------------------------------------------------------
LIST ACCOUNT NUMBER(S) HERE (OPTIONAL)
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PART 1 -- PLEASE PROVIDE YOUR TAXPAYER SOCIAL SECURITY NUMBER
IDENTIFICATION NUMBER ("TIN") IN THE BOX AT OR
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. TIN
------------------------------
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PART 2 -- CHECK THE BOX IF YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING UNDER THE PROVISIONS
OF SECTION 3406(A)(1)(C) OF THE INTERNAL REVENUE CODE BECAUSE (1) YOU HAVE NOT BEEN
NOTIFIED THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL
INTEREST OR DIVIDENDS OR (2) THE INTERNAL REVENUE SERVICE HAS NOTIFIED YOU THAT YOU ARE
NO LONGER SUBJECT TO BACKUP WITHHOLDING.
NOT SUBJECT TO WITHHOLDING [ ]
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PAYOR'S REQUEST FOR TIN CERTIFICATION -- UNDER THE PENALTY OF PERJURY, I CERTIFY PART 3 --
THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, Awaiting TIN [ ]
CORRECT, AND COMPLETE.
SIGNATURE DATE
------------------------ ----------
</TABLE>
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER. PLEASE REVIEW
THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty 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
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DATE
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9
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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 that 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 of Company Stock (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 of Company Stock)
tendered hereby and such holder(s) has (have) not completed the Boxes 4 or 5
entitled "Special Issuance and Payment Instructions" or "Special Delivery
Instructions" on the reverse hereof or (ii) such shares of Company Stock 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
of Company Stock, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all shares of
Company Stock 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. Stockholders 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 of
Company Stock 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 of
Company Stock 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 of Company Stock delivered by book-entry transfer, in
each case together with a Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees (or
in the case of a book-entry transfer, an Agent's Message) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange ("NYSE") trading days after the
date of execution of such Notice of Guaranteed Delivery, all as described in
Section 3 of the Offer to Purchase.
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 STOCKHOLDER. 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 of Company Stock will be purchased. By execution of this
Letter of Transmittal (or a manually signed facsimile hereof) or delivery of an
Agent's Message in lieu thereof, all tendering stockholders waive any right to
receive any notice of the acceptance of their shares of Company Stock for
payment.
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3. INADEQUATE SPACE. If the space provided in Box 1, above, is inadequate,
the Share Certificate numbers, the number of shares of Company Stock evidenced
by such Share Certificates and the number of shares of Company Stock tendered
should be listed on a separate signed schedule and attached hereto.
4. PARTIAL TENDERS (not applicable to stockholders who tender by book-entry
transfer). If fewer than all shares of Company Stock evidenced by any Share
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of shares of Company Stock that are to be tendered in Box 1 and
specify whether Class A Common Stock or Class B Common Stock. In such cases, new
Share Certificate(s) evidencing the remainder of shares of Company Stock 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 Box 5, as soon as practicable after the Expiration Date or
the termination of the Offer. All shares of Company Stock 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 of
Company Stock tendered hereby, the signature(s) must correspond with the name(s)
as written on the face of the Share Certificates evidencing such shares of
Company Stock without alteration, enlargement or any other change whatsoever.
If any shares of Company Stock tendered hereby are held of record by two or
more persons, all such persons must sign this Letter of Transmittal. If any
shares of Company Stock 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 of Company
Stock.
If this Letter of Transmittal is signed by the registered holder(s) of
shares of Company Stock 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 of Company Stock not tendered or not accepted for
payment are to be issued in the name of, a person other than the registered
holder(s).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of shares of Company Stock tendered hereby, the Share
Certificate(s) evidencing shares of Company Stock tendered hereby must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on such Share
Certificate(s). Signatures on such Share Certificate(s) and stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any shares of Company Stock to it or its order pursuant to the
Offer. If, however, payment of the purchase price of any shares of Company Stock
purchased is to be made to, or Share Certificate(s) evidencing shares of Company
Stock 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 of Company Stock purchased, unless evidence satisfactory to
Purchaser of the payment of such taxes (including transfer tax stamps affixed to
the Share Certificates), 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.
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<PAGE> 12
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. Box 4 must be completed if a
check for the purchase price of any shares of Company Stock tendered hereby is
to be issued in the name of, and/or Share Certificate(s) evidencing shares of
Company Stock 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. Box 5 must be completed if such check or any such Share
Certificate is to be sent to a person other than the signer of this Letter of
Transmittal or to the person(s) signing this Letter of Transmittal but at an
address other than that shown in Box 1.
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent at its
respective address or telephone numbers set forth below. Additional copies of
the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed
Delivery and the Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 may be obtained from the Information Agent.
9. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided in Box 7, above, and to certify, under
penalty of perjury, that such number is correct and that such stockholder is not
subject to backup withholding of federal income tax. If a tendering stockholder
has been notified by the Internal Revenue Service that such stockholder is
subject to backup withholding, such stockholder must cross out item (2) of the
Certification box on the Substitute Form W-9, unless such stockholder has since
been notified by the Internal Revenue Service that such stockholder is no longer
subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the tendering stockholder to 31% federal income
tax withholding on the payment of the purchase price of all shares of Company
Stock purchased from such stockholder. If the tendering stockholder has not been
issued a TIN and has applied for one or intends to apply for one in the near
future, such stockholder 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 stockholder 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 OF CLASS A COMMON
STOCK, 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.
Facsimiles of the Letter of Transmittal, properly completed and duly
signed, will be accepted. The Letter of Transmittal and Share Certificates and
any other required documents should be sent or delivered by each stockholder or
such stockholder'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.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a stockholder whose tendered shares of
Company Stock are accepted for payment is generally required to provide the
Depositary (as payer) with such stockholder's correct TIN on Substitute Form W-9
provided herewith. If such stockholder is an individual, the TIN generally is
such stockholder's social security number. If the Depositary is not provided
with the correct TIN, the stockholder may be subject to a $50 penalty imposed by
the Internal Revenue Service and payments that are made to such stockholder with
respect to shares of Company Stock purchased pursuant to the Offer may be
subject to backup withholding of 31%. In addition, if a stockholder 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.
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Certain stockholders (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 stockholder should consult
his or her tax advisor as to such stockholder'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 stockholder. 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 stockholder with respect to shares of Company Stock purchased
pursuant to the Offer, the stockholder is required to notify the Depositary of
such stockholder's correct TIN by completing the form below certifying that (a)
the TIN provided on Substitute Form W-9 is correct (or that such stockholder is
awaiting a TIN), and (b)(i) such stockholder 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 stockholder that such stockholder is no longer subject
to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY. The stockholder is required to give
the Depositary the TIN (e.g., social security number or employer identification
number) of the record holder of shares of Company Stock tendered hereby. If
shares of Company Stock 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 stockholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, the
stockholder should write "Applied For" in the space provided for the TIN in Part
I, 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% of all payments of the purchase price to such
stockholder until a TIN is provided to the Depositary.
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The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Bankers and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
July 3, 2000
