<PAGE> 1
Exhibit (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
AND
SHARES OF SERIES A CUMULATIVE CONVERTIBLE STOCK
OF
HARCOURT GENERAL, INC.
Pursuant to the Offer to Purchase dated November 8, 2000 by
REH MERGERSUB INC.
a wholly owned subsidiary of
REED ELSEVIER INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON
THURSDAY, DECEMBER 7, 2000, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
CITIBANK, N.A.
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
P.O. Box 685 915 Broadway, 5th Floor Corporate Trust Window
Old Chelsea Station New York, NY 10010 111 Wall Street, 5th Floor
New York, NY 10113 New York, NY 10043
</TABLE>
BY FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(212)505-2248
CONFIRM FACSIMILE BY TELEPHONE:
(800) 270-0808
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR
PROVIDED BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE> 2
The names and addresses of the registered holders of the tendered Shares
(as defined below) should be printed, if not already printed above, exactly as
they appear on the Share Certificates (as defined below) tendered hereby.
This Letter of Transmittal is to be used if certificates for Shares are to
be forwarded herewith or, unless an Agent's Message (as defined in "The
Offer -- Acceptance for Payment and Payment for Shares" in the Offer to
Purchase) is utilized, 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 "The Offer -- Acceptance for Payment and Payment for
Shares" in the Offer to Purchase and pursuant to the procedures set forth in
"The Offer -- Procedures for Accepting the Offer and Tendering Shares" thereof).
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot complete the
procedure for book-entry transfer on a timely basis, or who cannot deliver all
other required documents to the Depositary prior to the Expiration Date (as
defined in the Offer to Purchase), must tender their Shares according to the
guaranteed delivery procedure set forth in "The Offer -- Procedures for
Accepting the Offer and Tendering Shares" in the Offer to Purchase. See
Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL
NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
--------------------------------------------------------------------------------
Account Number
--------------------------------------------------------------------------------
Transaction Code Number
--------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s) ------------------------------------------------
Window Ticket Number (if any) or DTC Participant Number ------------------------
Date of Execution of Notice of Guaranteed Delivery -----------------------------
Name of Institution that Guaranteed Delivery -----------------------------------
If delivered by book-entry transfer:
Name of Tendering Institution ---------------------------------------------
Account Number
------------------------------------
Transaction Code Number
---------------------------
2
<PAGE> 3
<TABLE>
<CAPTION>
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DESCRIPTION OF COMMON SHARES TENDERED
------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) COMMON SHARE(S) TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
COMMON SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARE COMMON
NUMBER(S)(1) CERTIFICATE(S)(2) SHARES TENDERED
<S> <C> <C> <C>
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
TOTAL NUMBER OF
COMMON SHARES
------------------------------------------------------------------------------------------------------------------------
(1) NEED NOT BE COMPLETED BY BOOK-ENTRY STOCKHOLDERS.
(2) UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES REPRESENTED BY CERTIFICATES DELIVERED TO THE
DEPOSITARY ARE BEING TENDERED HEREBY. SEE INSTRUCTION 4.
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[ ] CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN. SEE INSTRUCTION 11.
------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
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DESCRIPTION OF PREFERRED SHARES TENDERED
-----------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) PREFERRED SHARE(S) TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
-----------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
PREFERRED SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARE PREFERRED
NUMBER(S)(1) CERTIFICATE(S)(2) SHARES TENDERED
<S> <C> <C> <C>
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
TOTAL NUMBER OF
PREFERRED SHARES
---------------------------------------------------------------------------------------------------------------------
(1) NEED NOT BE COMPLETED BY BOOK-ENTRY STOCKHOLDERS.
(2) UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES REPRESENTED BY CERTIFICATES DELIVERED TO THE
DEPOSITARY ARE BEING TENDERED HEREBY. SEE INSTRUCTION 4.
---------------------------------------------------------------------------------------------------------------------
[ ] CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN. SEE INSTRUCTION 11.
---------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 4
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF
TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to REH Mergersub Inc., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Reed Elsevier Inc., a
Massachusetts corporation, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated November 8, 2000 (the "Offer to Purchase")
the above-described shares of common stock, par value $1.00 per share (the
"Common Shares") and/or the above-described shares of series A cumulative
convertible stock, par value $1.00 per share (the "Preferred Shares", and
together with the Common Shares, the "Shares"), of Harcourt General, Inc., a
Delaware corporation (the "Company"), pursuant to Purchaser's Offer to Purchase
all outstanding Shares, at a purchase price of $59.00 per Common Share, net to
the seller in cash, without interest thereon, and $77.29 per Preferred Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase and in this Letter of
Transmittal (which together with any amendments or supplements thereto or
hereto, collectively constitute 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
effective upon acceptance for payment of the Shares tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to or upon the order of the Purchaser all right, title and
interest in and to all of the Shares that are being tendered hereby (and any and
all dividend, distributions, rights, other Shares or other securities issued or
issuable in respect thereof on or after the date hereof (collectively,
"Distributions")) and irrevocably constitutes and appoints Citibank, N.A. (the
"Depositary") the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and all Distributions), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver certificates for such Shares (and any
and all Distributions) or transfer ownership of such Shares (and any and all
Distributions) on the account books maintained by the Book-Entry Transfer
Facility, together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Purchaser, (ii) present
such Shares (and any 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 (and any and all Distributions), all in
accordance with the terms of the Offer. Notwithstanding any provision of the
Offer, in the event any Distributions shall be made by the Company in accordance
with the terms of the Merger Agreement prior to the acceptance for payment of
the Shares tendered herewith and not withdrawn, such Distributions shall be paid
to the undersigned.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Mark Armour, Paul Richardson, Henry Z. Horbaczewski and Charles P.
Fontaine, in their respective capacities as officers of Purchaser, and any
individual who shall thereafter succeed to any such office of Purchaser, and
each of them, and any other designees of Purchaser, the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution, to vote at any
annual or special meeting of the Company's stockholders or any adjournment or
postponement thereof or otherwise in such manner as each such attorney-in-fact
and proxy or his or her substitute shall in his or her sole discretion deem
proper with respect to, to execute any written consent concerning any matter as
each such attorney-in-fact and proxy or his or her substitute shall in his or
her sole discretion deem proper with respect to, and to otherwise act as each
such attorney-in-fact and proxy or his or her substitute shall in his or her
sole discretion deem proper with respect to, all of the Shares (and any and all
Distributions) tendered hereby and accepted for payment by Purchaser. This
appointment will be effective if and when, and only to the extent that,
Purchaser accepts such Shares for payment pursuant to the Offer. This power of
attorney and proxy are irrevocable and are granted in consideration of the
acceptance for payment of such Shares in accordance with the terms of the Offer.
Such acceptance for payment shall, without further action, revoke any prior
powers of attorney and proxies granted by the undersigned at any time with
respect to such Shares (and any and all Distributions), and no subsequent powers
of attorney, proxies, consents or revocations may be given by the undersigned
with respect thereto (and, if given, will not be deemed effective). Purchaser
reserves the right to require that, in order for the Shares or other securities
to be deemed validly tendered, immediately upon Purchaser's acceptance for
payment of such Shares, Purchaser must be able to exercise full voting, consent
and other rights with respect to such Shares (and any and all Distributions),
including voting at any meeting of the Company's stockholders.
4
<PAGE> 5
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions and that, when the same 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 the same will not be subject to any
adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of the 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 the 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 the Shares tendered hereby or deduct from such purchase price,
the amount or value of such Distribution as determined by Purchaser in its sole
discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that the valid tender of the Shares pursuant to
any one of the procedures described in "The Offer -- Procedures for Accepting
the Offer and Tendering Shares" in the Offer to Purchase and in the Instructions
hereto 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). Without limiting the foregoing, if the price to be paid in the Offer
is amended in accordance with the Merger Agreement, the price to be paid to the
undersigned will be the amended price notwithstanding the fact that a different
price is stated in this Letter of Transmittal. The undersigned recognizes that
under certain circumstances set forth in the Offer to Purchase, Purchaser may
not be required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all of the Shares purchased and/or
return any certificates for the Shares not tendered or accepted for payment in
the name(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for the purchase price of
all of the Shares purchased and/or return any certificates for the Shares not
tendered or not accepted for payment (and any accompanying documents, as
appropriate) to the undersigned at the address(es) shown below the undersigned's
signature(s). In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and/or return any
certificates evidencing Shares not tendered or not accepted for payment (and any
accompanying documents, as appropriate) in the name(s) of, and deliver such
check and/or return any such certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box entitled "Special Payment Instructions", please credit any Shares
tendered herewith by book-entry transfer that are not accepted for payment by
crediting the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder thereof if Purchaser does not accept for payment any of the
Shares so tendered.
5
<PAGE> 6
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for cash payable in the Offer is to
be issued in the name of someone other than the undersigned, if
certificates for Shares not tendered or not accepted for payment are to be
issued in the name of someone other than the undersigned or if Shares
tendered hereby and delivered by book-entry transfer that are not accepted
for payment are to be returned by credit to an account maintained at a
Book-Entry Transfer Facility other than the account indicated above.
Issue [ ] check
[ ] certificate(s) to:
Name
-------------------------------------------------------------------
(PLEASE PRINT)
-------------------------------------------------------------------
Address
-------------------------------------------------------------------
-------------------------------------------------------------------
(ZIP CODE)
-------------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for payment and/or the check for cash payable in the Offer is to
be sent to someone other than the undersigned or to the undersigned at an
address other than that shown below the undersigned's signature(s).
Mail [ ] check
[ ] certificate(s) to:
Name
--------------------------------------------------------------------
(PLEASE PRINT)
-------------------------------------------------------------------
Address
-------------------------------------------------------------------
-------------------------------------------------------------------
(ZIP CODE)
--------------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9)
6
<PAGE> 7
IMPORTANT
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SIGNATURE(S) OF STOCKHOLDERS
Dated
--------------------------------------------------------------------------------
Name(s)
--------------------------------------------------------------------------------
Capacity (Full Title)
--------------------------------------------------------------------------------
(SEE INSTRUCTION 5)
Address
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
--------------------------------------------------------------------------------
Taxpayer Identification or
Social Security Number
--------------------------------------------------------------------------------
(SEE SUBSTITUTE FORM W-9)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Authorized Signature(s)
--------------------------------------------------------------------------------
Name
--------------------------------------------------------------------------------
Name of Firm
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
--------------------------------------------------------------------------------
Dated
--------------------------------------------------------------------------------
7
<PAGE> 8
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 owner of the
Shares. If the Shares are registered in more than one name or are not registered
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.
<TABLE>
<CAPTION>
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PAYER'S NAME: REH MERGERSUB INC.
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT ------------------------
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number(s)
OR
DEPARTMENT OF THE
TREASURY INTERNAL
REVENUE SERVICE
----------------------------
Employer Identification
Number(s)
------------------------------------------------------------------------------------
PAYER'S REQUEST FOR PART 2 -- Certification -- Under Penalties of Part 3 --
TAXPAYER IDENTIFICATION Perjury, I certify that: Awaiting TIN [ ]
NUMBER ("TIN") (1) The number shown on the form is my correct ------------------------------
AND CERTIFICATIONS taxpayer identification number (or I am waiting Part 4 --
for a number to be issued to me) and Exempt from backup withholding
(2) I am not subject to backup withholding [ ]
because: (a) I am exempt from backup withholding,
or (b) I have not been notified by the
Internal Revenue Service ("IRS") that I am
subject to backup withholding as a result of
failure to report all interest or dividends,
or (c) the IRS has notified me that I am no
longer subject to backup withholding.
(3) Any other information provided on this form is
true, correct and complete.
------------------------------------------------------------------------------------
Certification Instructions -- You must cross out item (2) in Part 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).
Name ----------------------------
Address ----------------------------
(Include zip code)
Signature ----------------------------
Date ----------------------------
------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO
YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9"
FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9
CERTIFICATION 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 IRS 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 to the payer
8
and that, if I do not provide my taxpayer identification number within sixty
days, such retained amounts shall be remitted to the IRS as backup withholding.
Signature
------------------------------------------------------------ Date ----------
9
<PAGE> 9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in the Book-Entry Transfer Facility's systems whose name appears on
a security position listing as the owner of the Shares) of Shares tendered
herewith, unless such registered holder(s) has completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares are tendered
for the account of a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program (an "Eligible Institution"). In all
other cases, all signatures on this Letter of Transmittal must be guaranteed by
an Eligible Institution. See Instructions 5 and 7.
2. Requirements of Tender. This Letter of Transmittal is to be completed
by stockholders if certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if tenders are to be made pursuant to the procedure
for tender by book-entry transfer set forth in "The Offer -- Procedures for
Accepting the Offer and Tendering Shares" in the Offer to Purchase. Share
Certificates evidencing tendered Shares, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of Shares into the Depositary's account
at the Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a
facsimile hereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message in connection with a book-entry
transfer, and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth herein prior to
the Expiration Date (as defined in "The Offer -- Terms of the Offer" in the
Offer to Purchase). Stockholders whose Share Certificates are not immediately
available, or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis or who cannot deliver all other required documents to
the Depositary prior to the Expiration Date, may tender their Shares by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth in "The Offer -- Procedures for
Accepting the Offer and Tendering Shares" in 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 (or a Book-Entry Confirmation) evidencing all tendered Shares, in
proper form for transfer, in each case together with the 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 delivery, 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 trading
days after the date of execution of such Notice of Guaranteed Delivery. If Share
Certificates are forwarded separately to the Depositary, a properly completed
and duly executed Letter of Transmittal must accompany each such delivery.
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 THE RISK OF THE TENDERING STOCKHOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.
4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer). If fewer than all of the Shares evidenced by any Share Certificate
are to be tendered, fill in the number of Shares that are to be tendered in the
box entitled "Number of Shares Tendered." In this case, new Share Certificates
for the Shares that were evidenced by your old Share Certificates, but were not
tendered by you, will be sent to you, unless otherwise provided
9
<PAGE> 10
in the appropriate box on this Letter of Transmittal, as soon as practicable
after the Expiration Date. All Shares represented by Share Certificates
delivered to the Depositary will be deemed to have been tendered unless
indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations.
If this Letter of Transmittal or any certificates or stock powers are
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 the authority of such person so to act must be
submitted. If this Letter of Transmittal is signed by the registered holder(s)
of the Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made or certificates
for Shares not tendered or not accepted for payment are to be issued in the name
of a person other than the registered holder(s). Signatures on any such Share
Certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed and transmitted hereby, the
certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificate(s). Signature(s) on any such Share Certificates or stock
powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the transfer and
sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if certificate(s) for Shares
not tendered or not accepted for payment are to be registered in the name of,
any person other than the registered holder(s), or if tendered certificate(s)
are registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such other person) 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 CERTIFICATE(S) EVIDENCING THE SHARES
TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check is to be issued
in the name of, and/or certificates for Shares not tendered or not accepted for
payment are to be issued or returned to, a person other than the signer of this
Letter of Transmittal or if a check and/or such certificates are to be returned
to a person other than the person(s) signing this Letter of Transmittal or to an
address other than that shown in this Letter of Transmittal, the appropriate
boxes on this Letter of Transmittal must be completed.
8. Substitute Form W-9. Under the federal income tax laws, the Depositary
will be required to withhold 31% of the amount of any payments made to certain
stockholders pursuant to the Offer. In order to avoid such backup withholding,
each tendering stockholder, and, if applicable, each other payee, must provide
the Depositary with such stockholder's or payee's correct taxpayer
identification number and certify that such stockholder or payee is not subject
to backup withholding by completing the Substitute Form W-9 set forth above. In
general, if a stockholder or payee is an individual, the taxpayer identification
number is the Social Security Number of such individual. If the Depositary is
not provided with the correct taxpayer identification number, the stockholder or
payee may be subject to a $50 penalty imposed by the Internal Revenue Service.
Certain stockholders or payees (including, among others, all corporations) are
not subject to these backup withholding and reporting requirements. In order to
satisfy the Depositary that a stockholder or payee qualifies as an exempt
recipient, such stockholder or payee must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status by completing
the Substitute Form W-9. For further information concerning backup withholding
and instructions for completing the Substitute
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Form W-9 (including how to obtain a taxpayer identification number if you do not
have one, and how to complete the Substitute Form W-9 if Shares are held in more
than one name), consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. Stockholders who are non-resident
aliens or foreign entities not subject to backup withholding must complete a
Form W-8BEN (Certificate of Foreign Status) (and not a Substitute Form W-9) and
give the Depositary a completed Form W-8BEN prior to the receipt of any payments
to avoid backup withholding. Such Form W-8BEN may be obtained from the
Depositary.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares or Share Certificates to be deemed invalidly tendered, but may require
the Depositary to withhold 31% of the amount of any payments made pursuant to
the Offer. Backup withholding is not an additional federal income tax. Rather,
the federal income tax liability of a person subject to backup withholding may
be reduced by the amount of tax withheld provided appropriate information is
furnished to the Internal Revenue Service. 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. NOTE: FAILURE TO
COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF
31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
9. Requests for Assistance or Additional Copies. Questions and requests
for assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery, IRS Form W-8BEN and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be directed to the Information Agent or Dealer Manager at the
addresses and phone numbers set forth below, or from brokers, dealers,
commercial banks or trust companies.
10. Waiver of Conditions. Subject to the terms and conditions of the
Merger Agreement (as defined in the Offer to Purchase), Purchaser reserves the
right, in its sole discretion, to waive, at any time or from time to time, any
of the specified conditions of the Offer, in whole or in part, in the case of
any Shares tendered (other than the Minimum Condition and certain other
conditions).
11. Lost, Destroyed or Stolen Certificates. If any certificate
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify Fleet National Bank, care of EquiServe, in its capacity as
transfer agent for the Shares (telephone number: (800) 736-3001). The
stockholder will then be instructed as to the steps that must be taken in order
to replace the certificate. This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost or destroyed
certificates have been followed.
IMPORTANT:
THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF) TOGETHER
WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY
TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED
BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR
TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED
PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE
EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES
FOR GUARANTEED DELIVERY.
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THE INFORMATION AGENT FOR THE OFFER IS:
[MACKENZIE PARTNERS LOGO]
156 Fifth Avenue
New York, NY 10010
(212) 929-5500
or
Call Toll Free: (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
MORGAN STANLEY DEAN WITTER
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
(212) 761-4834
