<PAGE>
EXHIBIT (a)(14)
Revised Letter of Transmittal
to Tender Shares of Common Stock
of
Howmet International Inc.
Pursuant to the Offer to Purchase dated April 18, 2000
by
HMI Acquisition Corp.
a wholly owned subsidiary of
Alcoa Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JUNE 14, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
ChaseMellon Shareholder Services, ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
L.L.C. Mail Drop and Reorganization Department 120 Broadway, 13th Floor
P.O. Box 3301 85 Challenger Road New York, NY 10271
South Hackensack, NJ 07606 Ridgefield Park, NJ 07660 Attn: Reorganization Department
</TABLE>
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(201) 296-4293
CONFIRM FACSIMILE BY TELEPHONE:
(201) 296-4860
(For Confirmation Only)
DELIVERY OF THIS REVISED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY. YOU MUST SIGN THIS REVISED LETTER OF TRANSMITTAL IN THE
APPROPRIATE SPACE PROVIDED THEREFOR BELOW, WITH SIGNATURE GUARANTEE IF
REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS REVISED LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and
Address(es)
of
Registered
Holder(s)
(Please Shares Certificate(s) and Share(s) Tendered
Fill in, if (Please attach additional signed list, if
blank) necessary)
----------------------------------------------------------
Shares Total Number of Number
Certificate Shares Represented of Shares
Number(s)(1) by Certificate(s)(1) Tendered(2)
------------------
<S> <C> <C> <C>
------------------
------------------
------------------
------------------
------------------
Total Shares Tendered
----------------------------------------------------------
</TABLE>
(1) Need not be completed by stockholders who deliver Shares by book-entry
transfer ("Book-Entry Stockholders").
(2) Unless otherwise indicated, all Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered. See
Instruction 4.
[_]CHECK HERE IF CERTIFICATES HAVE BEEN LOST OR MUTILATED. SEE INSTRUCTION
11.
The names and addresses of the registered holders of the tendered Shares
should be printed, if not already printed above, exactly as they appear on the
Share Certificates tendered hereby.
<PAGE>
This revised Letter of Transmittal is to be used by stockholders of Howmet
International Inc. (the "Company") if certificates for Shares (as defined
below) are to be forwarded herewith or, unless an Agent's Message (as defined
in Section 3 of 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 Section 2 of the Offer to
Purchase and pursuant to the procedures set forth in Section 3 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 Section 3 of the Offer to Purchase.
See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
TENDER OF SHARES
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-
ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
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): _________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________
Name of Eligible Institution that Guaranteed Delivery: _________________
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<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS REVISED LETTER OF TRANSMITTAL
CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to HMI Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Alcoa Inc., a
Pennsylvania corporation ("Alcoa"), the shares of common stock, par value
$0.01 per share (the "Shares"), of Howmet International Inc., a Delaware
corporation (the "Company"), pursuant to the Purchaser's offer to purchase all
shares of common stock of the Company at a purchase price of $21.00 per Share,
net to the seller in cash (the "Offer Price"), without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase (as
amended and supplemented, the "Offer to Purchase"), dated April 18, 2000, as
amended and supplemented by Supplement No. 1, dated June 5, 2000, and in this
revised Letter of Transmittal (which together with any amendments or
supplements thereto, collectively constitute the "Offer"). Receipt of the
Offer is hereby acknowledged.
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 dividends, distributions, rights, other Shares or other securities
issued or issuable in respect thereof on or after June 5, 2000 (collectively,
"Distributions")) and irrevocably constitutes and appoints ChaseMellon
Shareholder Services, L.L.C. (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.
By executing this revised Letter of Transmittal, the undersigned hereby
irrevocably appoints Richard B. Kelson and Lawrence R. Purtell in their
respective capacities as officers or directors of the Purchaser, and any
individual who shall thereafter succeed to any such office of the Purchaser,
and each of them, and any other designees of the 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 the Purchaser. This appointment will be effective if and when,
and only to the extent that, the 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). The Purchaser reserves the
right to require that, in order for the Shares or other securities to be
deemed validly tendered, immediately upon the Purchaser's acceptance for
payment of such Shares, the Purchaser must be able to exercise full voting,
3
<PAGE>
consent and other rights with respect to such Shares (and any and all
Distributions), including voting at any meeting of the Company's stockholders.
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 the Purchaser, the 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 the 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 the 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, the 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 the
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 Section 3 of the Offer to Purchase and
in the Instructions hereto will constitute a binding agreement between the
undersigned and the 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 Offer to Purchase,
the price to be paid to the undersigned will be the amended price
notwithstanding the fact that a different price is stated in this revised
Letter of Transmittal. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the 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 registered holder(s) appearing above under "Description of
Shares Tendered." 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 address(es) of the registered holder(s) appearing above
under "Description of Shares Tendered." 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
the Purchaser has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder
thereof if the Purchaser does not accept for payment any of the Shares so
tendered.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price of check for the purchase price of
Shares accepted for payment Shares accepted for payment
and/or certificates representing and/or certificates representing
Shares not tendered or accepted Shares not tendered or accepted
for payment are to be issued in for payment are to be sent to
the name of someone other than someone other than the
the undersigned. undersigned or to the undersigned
at an address other than that
Issue:[_] Check shown under "Description of
[_] Certificate(s) to Shares Tendered."
Name _____________________________ Mail:[_] Check
(Please Print) [_] Certificate(s) to
Address __________________________ Name _____________________________
(Please Print)
__________________________________
(Include Zip Code) Address __________________________
__________________________________ __________________________________
(Taxpayer Identification or
Social Security Number)
(Include Zip Code)
(Also complete Substitute Form W-
9 below)
5
<PAGE>
IMPORTANT
SHAREHOLDER: SIGN HERE
(Please Complete Substitute Form W-9 Included Herein)
_______________________________________________________
_______________________________________________________
(Signature(s) of Owner(s))
Name(s)________________________________________________
________________________________________________
Capacity (Full Title) _________________________________
(See Instructions)
Address________________________________________________
________________________________________________
________________________________________________
________________________________________________
(Include Zip Code)
Area Code and Telephone Number ________________________
Taxpayer Identification or
Social Security Number ________________________________
(See Substitute Form W-9)
Dated: __________ , 2000
(Must be signed by the registered holder(s) exactly as
name(s) appear(s) on stock certificate(s) or on a
security position listing or by the 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)
Authorized Signatures(s) ______________________________
Name __________________________________________________
Name of Firm __________________________________________
Address _______________________________________________
(Include Zip Code)
Area Code and Telephone Number ________________________
Dated: __________ , 2000
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
revised Letter of Transmittal (a) if this revised 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 the revised 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, the
New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program or by any other "eligible guarantor institution,"
as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an
"Eligible Institution"). In all other cases, all signatures on this revised
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.
2. Requirements of Tender. This revised 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 Section 3 of 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 revised 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 revised 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 Section 1 of 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 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 the 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 revised 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 revised 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 the
Guaranteed Delivery. If Share Certificates are forwarded separately to the
Depositary, a properly completed and duly executed revised Letter of
Transmittal must accompany each such delivery.
The method of delivery of this revised 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 revised 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.
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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 Shared 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 in the appropriate box on this revised 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 revised 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 revised Letters of Transmittal as there are different registrations.
If this revised 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 the Purchaser of the authority of such person
so to act must be submitted. If this revised 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 revised 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,
the 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 revised 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 the 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 revised 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 revised
Letter of Transmittal or to an address other than that shown in this revised
Letter of Transmittal, the appropriate boxes on this revised Letter of
Transmittal must be completed.
8
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8. Substitute Form W-9. A tendering stockholder is required to provide the
Depositary with a correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9, which is provided under "Important Tax Information" below, and to
certify, under penalties 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 is subject to backup withholding, the stockholder must
cross out Item (y) of Part 3 of the Certification Box of the Substitute Form
W-9. Failure to provide the information on the Substitute Form W-9 may subject
the tendering stockholder to Federal income tax withholding of 31% of any
payments made to the stockholder, but such withholdings will be refunded to
the tendering stockholder.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should submit an appropriate and properly
completed IRS Form W-8, a copy of which may be obtained from the Depositary,
in order to avoid backup withholding. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
more instructions.
9. Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Offer to Purchase, this revised Letter
of Transmittal, the Notice of Guaranteed Delivery, IRS Form W-8 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. The 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.
11. Lost, Destroyed or Stolen Certificates. If any certificate representing
Shares has been lost, destroyed or stolen, the stockholder should promptly
notify First Chicago Trust Company of New York, in its capacity as transfer
agent for the shares (toll-free telephone number: (800) 446-2617). The
stockholder will then be instructed as to the steps that must be taken in
order to replace the certificate. This revised Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost
or destroyed certificates have been followed.
IMPORTANT: THIS REVISED 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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IMPORTANT TAX INFORMATION
Under the federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct TIN on the Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's Social Security
Number. If a tendering stockholder is subject to backup withholding, such
stockholder must cross out Item (y) of Part 3 on the Substitute Form W-9. 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. In addition,
payments that are made to such stockholder may be subject to backup
withholding of 31%.
Certain stockholders (including, among others, all 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 an appropriate and properly completed
IRS Form W-8, attesting to that individual's exempt status. Such a Form W-8
may be obtained from the Depositary. Exempt stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" in Part 2 of the
Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
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 tax liability of persons subject to withholding will be
reduced by the amount of tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be obtained from 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 and Rights 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 the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN).
What Number to Give the Depositary
The stockholder is required to give the Depositary the Social Security
Number of the record holder of the Shares. If the Shares are in more than one
name, or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidelines 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 check the box
in Part 1(b), sign and date the Substitute Form W-9. If the box in Part 1(b)
is checked, the Depositary will withhold 31% of payments made for the
stockholder, but such withholdings will be refunded if the tendering
stockholder provides a TIN within 60 days.
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PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Name _________________________________________________
SUBSTITUTE
Form W-9 Address ______________________________________________
Department of
the Treasury ______________________________________________________
Internal (Number and Street)
Revenue Service
______________________________________________________
(Zip Code) (City) (State)
Payer's Request for TIN __________________
Taxpayer --------------------------------------------------------
Part 1(a)--PLEASE PROVIDE
Identification YOUR TIN IN THE BOX AT
Number (TIN) RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW. ----------------------
(Social Security Number or
Employer Identification Number)
--------------------------------------------------------
Part 1(b)--PLEASE CHECK THE BOX AT RIGHT IF YOU HAVE
APPLIED FOR, AND ARE AWAITING RECEIPT OF, YOUR TIN [_]
--------------------------------------------------------
Part 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
PLEASE WRITE "EXEMPT" HERE (SEE INSTRUCTIONS)
--------------------------------------------------------
Part 3--CERTIFICATION UNDER PENALTIES OF PERJURY, I
CERTIFY THAT (X) The number shown on this form is my
correct TIN (or I am waiting for a number to be
issued to me) and (Y) 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 backup withholding as a result of a
failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject
to backup withholding.
Sign Here (right SIGNATURE ____________________________________________
arrow)
DATE _________________________________________________
Certification of Instructions--You must cross out Item (Y) of Part 3 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 such Item (Y).
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
1(B) OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE
AWAITING RECEIPT OF, YOUR TIN.
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 to
the Payor by the time of payment, 31 percent of all reportable payments
made to me pursuant to this Offer will be withheld.
----------------------------------- -----------------------------------
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM 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.
MANUALLY SIGNED FACSIMILE COPIES OF THE REVISED LETTER OF TRANSMITTAL WILL
BE ACCEPTED. THE REVISED LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND
ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER
OF THE COMPANY OR SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH
ON THE FIRST PAGE.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the revised Letter of Transmittal, the Notice of Guaranteed
Delivery and other tender offer materials may be directed to the Information
Agent or the Dealer Manager at their respective telephone numbers and
locations listed below, and will be furnished promptly at the Purchaser's
expense. You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
[MORROW & CO., INC. LOGO]
445 Park Avenue, 5th Floor
New York, NY 10022
Call Collect: (212) 754-8000
Banks and Brokerage Firms, Please Call: (800) 662-5200
Stockholders Please Call: (800) 566-9061
The Dealer Manager for the Offer is:
Salomon Smith Barney
388 Greenwich Street
New York, NY 10013
Call Toll Free: (877) 446-1850
