<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
Amendment No. 1
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
-------------------------------
HANDY & HARMAN
(Name of issuer)
HANDY & HARMAN
(Name of person(s) filing statement)
-------------------------------
Common Stock, par value $1.00 per share
and the associated
Common Stock Purchase Rights
(Title of class of securities)
410306104
(CUSIP number of class of securities)
Paul E. Dixon, Vice President,
General Counsel and Secretary
Handy & Harman
250 Park Avenue
New York, New York 10177
(212) 661-2400
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the person(s) filing statement)
-------------------------------
Copy to:
Milton G. Strom
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
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<PAGE> 2
Handy & Harman, a New York corporation (the "Company"), hereby amends
and supplements its Issuer Tender Offer Statement on Schedule 13E-4 (the
"Statement") filed with the Securities and Exchange Commission on October 24,
1996 relating its offer to purchase up to 1,800,000 shares of its common stock,
par value $1.00 per share, and the associated common stock purchase rights (the
"Rights", and collectively with shares of common stock, the "Shares"), at
prices, net to the seller in cash, not greater than $20.00 nor less than $17.50
per Share, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated October 24, 1996 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, as they may be amended from time to time, are
herein collectively referred to as the "Offer").
ITEM 8. ADDITIONAL INFORMATION.
(e) Two letters and a supplemental Letter of Transmittal were sent by
the Company to participants in the Company's dividend reinvestment plan and
employee stock purchase plan, respectively, on or about the date hereof, copies
of which are attached hereto as Exhibits (a)(11)-(a)(13), and are incorporated
by reference herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Form of Letter to participants in the Company's dividend
reinvestment plan.
(a)(12) Form of Letter to participants in the Company's employee
stock purchase plan.
(a)(13) Form of supplemental Letter of Transmittal.
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
HANDY & HARMAN
By: /s/ Paul E. Dixon
---------------------------------------
Name: Paul E. Dixon
Title: Vice President, General Counsel
and Secretary
Dated: November 5, 1996
2
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
(a)(11) Form of Letter to participants in the Company's dividend
reinvestment plan.
(a)(12) Form of Letter to participants in the Company's employee stock
purchase plan.
(a)(13) Form of supplemental Letter of Transmittal.
<PAGE> 1
LOGO
IMMEDIATE ATTENTION REQUIRED
November 5, 1996
Re: Handy & Harman Dividend Reinvestment Plan
Dear Plan Participant:
Our records reflect that you are a participant in the Handy & Harman
Dividend Reinvestment Plan (the "Dividend Reinvestment Plan"). As a holder of
Handy & Harman common stock, you should have already received information
regarding the offer (the "Offer") by Handy & Harman to purchase up to 1,800,000
shares of its common stock, par value $1.00 per share (the "Shares"), at prices
not greater than $20.00 nor less than $17.50 per Share. As described below, you
have the right to tender Shares credited to your individual account under the
Dividend Reinvestment Plan in the Offer.
As of November 4, 1996, approximately 54,600 Shares were held in the
Dividend Reinvestment Plan. Shares credited to participant's accounts under the
Dividend Reinvestment Plan will be tendered by ChaseMellon Shareholder Services,
L.L.C., as administrator, according to instructions provided to the
administrator by participants in the Dividend Reinvestment Plan. Shares for
which the administrator has not received timely instructions from participants
will not be tendered. BECAUSE THE DEPOSITARY FOR THE OFFER ALSO ACTS AS
ADMINISTRATOR OF THE DIVIDEND REINVESTMENT PLAN, PARTICIPANTS IN THE DIVIDEND
REINVESTMENT PLAN MAY USE THE ENCLOSED PINK LETTER OF TRANSMITTAL TO INSTRUCT
THE ADMINISTRATOR REGARDING THE OFFER AS DESCRIBED IN THIS LETTER. Each
participant may direct that all, some, or none of the Shares credited to the
participant's account under the Dividend Reinvestment Plan be tendered and the
price at which such participant's Shares be tendered. Participants in the
Dividend Reinvestment Plan are urged to read the Letter of Transmittal and
related materials carefully.
In order to tender any of your Shares held through the Dividend
Reinvestment Plan, you must use either the Pink Letter of Transmittal enclosed
herewith or the Blue Letter of Transmittal previously mailed to you. The
remainder of this letter summarizes the transaction and how you can tender
Shares held through the Dividend Reinvestment Plan. You should also review the
more detailed information previously provided to you, including the Offer to
Purchase and the related Letter of Transmittal.
BACKGROUND
Handy & Harman (the "Company") has made a tender offer to purchase up to
1,800,000 Shares (including the associated common stock purchase rights) at
prices not greater than $20.00 nor less than $17.50 per Share. The Offer to
Purchase, dated October 24, 1996 ("Offer to Purchase"), and the related Letter
of Transmittal (which, as amended from time to time, together constitute the
"Offer") previously mailed to you set forth the objectives, terms and conditions
of the Offer and have been provided to all of the Company's shareholders,
including participants in the Dividend Reinvestment Plan.
The Offer extends to the Shares currently held through the Dividend
Reinvestment Plan. As a Dividend Reinvestment Plan participant, you have the
right to tender the Shares attributable to your account in the Dividend
Reinvestment Plan. To find out the number of Dividend Reinvestment Plan Shares
held in your account, please contact ChaseMellon Shareholder Services at (800)
982-7649.
INSTRUCTIONS FOR TENDERING DIVIDEND REINVESTMENT PLAN SHARES
If you wish to tender your Shares held through the Dividend Reinvestment
Plan and have not already done so, you should:
<PAGE> 2
- Fill out, sign and return the Pink Letter of Transmittal mailed
herewith, including checking the box "DIVIDEND REINVESTMENT PLAN SHARES"
on page 6 thereof. IF YOU DO NOT INDICATE THE NUMBER OF DIVIDEND
REINVESTMENT PLAN SHARES TO BE TENDERED, ALL SUCH SHARES WILL BE
TENDERED.
IF YOU HAVE ALREADY RETURNED THE BLUE LETTER OF TRANSMITTAL, UNLESS YOU CLEARLY
INDICATED ON THE BLUE LETTER OF TRANSMITTAL YOUR INTENTION TO TENDER YOUR
DIVIDEND REINVESTMENT PLAN SHARES, YOU MUST SUBMIT A NEW PINK LETTER OF
TRANSMITTAL TO TENDER YOUR DIVIDEND REINVESTMENT PLAN SHARES. If you previously
returned the Blue Letter of Transmittal and clearly indicated that you were
tendering your Dividend Reinvestment Plan Shares, the Company will accept the
tender of such Shares and you need not submit a new Pink Letter of Transmittal.
As described in Section 1 of the Offer to Purchase, if fewer than all
Shares validly tendered at or below the Purchase Price (as defined in the Offer
to Purchase) and not withdrawn prior to the Expiration Date (as defined in the
Offer to Purchase) are to be purchased, the Shares purchased first will consist
of all Shares tendered by "Odd Lot Owners" who validly tendered all of their
Shares at or below the Purchase Price (including by not designating a Purchase
Price as set forth in the Odd Lot section of the Letter of Transmittal). "Odd
Lot Owners" are shareholders, including participants in the Company's Dividend
Reinvestment Plan, who owned beneficially as of the close of business on October
23, 1996, and continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 shares (including Shares credited to such
participant's account(s) under the Dividend Reinvestment Plan , the Handy &
Harman Employee Stock Purchase Plan (as described in a separate letter sent to
participants in such plan) and the Handy & Harman 401(k) savings plan (described
in the Offer to Purchase), but excluding Restricted Shares (as defined in the
Offer to Purchase)). Partial tenders of Shares will not qualify for this
preference and this preference will not be available unless the box captioned
"Odd Lots" in the Letter of Transmittal is completed. Accordingly, even if the
number of Shares held by you in the Dividend Reinvestment Plan is less than 100,
you will not be considered an Odd Lot Owner unless all Shares beneficially owned
by you total to less than 100 Shares. Additionally, tendering holders of Odd
Lots who do not wish to specify a purchase price may check the box in the
section entitled "Odd Lots" indicating that such shareholder is tendering all
Shares at the Purchase Price determined by the Company.
The Offer, proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, on November 21, 1996, unless the Company extends
the Offer ACCORDINGLY, IN ORDER FOR CHASEMELLON SHAREHOLDER SERVICES, AS
ADMINISTRATOR OF THE DIVIDEND REINVESTMENT PLAN, TO MAKE A TIMELY TENDER OF THE
SHARES ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT UNDER THE DIVIDEND REINVESTMENT
PLAN, YOU MUST PROPERLY COMPLETE AND RETURN EITHER THE ENCLOSED PINK LETTER OF
TRANSMITTAL, OR THE PREVIOUSLY DELIVERED BLUE LETTER OF TRANSMITTAL, IN THE
ENCLOSED RETURN ENVELOPE SO THAT IT IS RECEIVED BY CHASEMELLON SHAREHOLDER
SERVICES NOT LATER THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY,
NOVEMBER 21, 1996, UNLESS EXTENDED. If ChaseMellon Shareholder Services does not
receive a properly completed, signed original Letter of Transmittal from you by
such deadline, ChaseMellon Shareholder Services will NOT tender any of your
Dividend Reinvestment Plan Shares.
As described in the Offer to Purchase, shareholders may designate the order
in which their Shares are to be purchased in the event of proration. Unless
otherwise specified on the Pink or Blue Letter of Transmittal, the order of
purchase in the event of proration will be for the Company to first purchase
Shares held of record outside of the Dividend Reinvestment Plan and then, if
necessary, to purchase Shares held in the Dividend Reinvestment Plan and,
lastly, the Handy & Harman Employee Stock Purchase Plan (if any).
If you should have any question regarding your Dividend Reinvestment Plan
Shares, please call ChaseMellon Shareholder Services at (800) 982-7649.
Sincerely,
HANDY & HARMAN
2
<PAGE> 1
LOGO
IMMEDIATE ATTENTION REQUIRED
November 5, 1996
Re: Handy & Harman Employee Stock Purchase Plan
Dear Plan Participant:
Our records reflect that you are a participant in the Handy & Harman
Employee Stock Purchase Plan (the "Stock Purchase Plan"). As a holder of Handy &
Harman common stock, you may have already received information regarding the
offer (the "Offer") by Handy & Harman to purchase up to 1,800,000 shares of its
common stock, par value $1.00 per share (the "Shares"), at prices not greater
than $20.00 nor less than $17.50 per Share. As described below, you have the
right to tender Shares credited to your individual account under the Stock
Purchase Plan in the Offer.
As of November 4, 1996, approximately 39,000 Shares were held in the Stock
Purchase Plan. Shares credited to participant's accounts under the Stock
Purchase Plan will be tendered by ChaseMellon Shareholder Services, L.L.C., as
administrator, according to instructions provided to the administrator by
participants in the Stock Purchase Plan. Shares for which the administrator has
not received timely instructions from participants will not be tendered. BECAUSE
THE DEPOSITARY FOR THE OFFER ALSO ACTS AS ADMINISTRATOR OF THE STOCK PURCHASE
PLAN, PARTICIPANTS IN THE STOCK PURCHASE PLAN MAY USE THE ENCLOSED YELLOW LETTER
OF TRANSMITTAL TO INSTRUCT THE ADMINISTRATOR REGARDING THE OFFER AS DESCRIBED IN
THIS LETTER. Each participant may direct that all, some, or none of the Shares
credited to the participant's account under the Stock Purchase Plan be tendered
and the price at which such participant's Shares be tendered. Participants in
the Stock Purchase Plan are urged to read the enclosed Offer to Purchase and
Letter of Transmittal carefully.
In order to tender any of your Shares held through the Stock Purchase Plan,
you must use either the Yellow Letter of Transmittal enclosed herewith or the
Blue Letter of Transmittal previously mailed to you. The remainder of this
letter summarizes the transaction and how you can tender Shares held through the
Stock Purchase Plan. You should also review the more detailed information
enclosed, including the Offer to Purchase and the related Letter of Transmittal.
BACKGROUND
Handy & Harman (the "Company") has made a tender offer to purchase up to
1,800,000 Shares (including the associated common stock purchase rights) at
prices not greater than $20.00 nor less than $17.50 per Share. The Offer to
Purchase, dated October 24, 1996 ("Offer to Purchase"), and the related Letter
of Transmittal (which, as amended from time to time, together constitute the
"Offer") set forth the objectives, terms and conditions of the Offer and have
been provided to all of the Company's shareholders.
The Offer extends to the Shares currently held through the Stock Purchase
Plan. As a Stock Purchase Plan participant, you have the right to tender the
Shares attributable to your account in the Stock Purchase Plan. To find out the
number of Stock Purchase Plan Shares held in your account, please contact
ChaseMellon Shareholder Services at (800) 982-7649.
INSTRUCTIONS FOR TENDERING STOCK PURCHASE PLAN SHARES
If you wish to tender your Shares held through the Stock Purchase Plan and
have not already done so, you should:
<PAGE> 2
- Fill out, sign and return the Yellow Letter of Transmittal mailed
herewith, including checking the box "EMPLOYEE STOCK PURCHASE PLAN
SHARES" on page 6 thereof. IF YOU DO NOT INDICATE THE NUMBER OF STOCK
PURCHASE PLAN SHARES TO BE TENDERED, ALL SUCH SHARES WILL BE TENDERED.
IF YOU HAVE ALREADY RETURNED THE BLUE LETTER OF TRANSMITTAL, UNLESS YOU CLEARLY
INDICATED ON THE BLUE LETTER OF TRANSMITTAL YOUR INTENTION TO TENDER YOUR STOCK
PURCHASE PLAN SHARES, YOU MUST SUBMIT A NEW YELLOW LETTER OF TRANSMITTAL TO
TENDER YOUR STOCK PURCHASE PLAN SHARES. If you previously returned the Blue
Letter of Transmittal and clearly indicated that you were tendering your Stock
Purchase Plan Shares, the Company will accept the tender of such Shares and you
need not submit a new Yellow Letter of Transmittal.
As described in Section 1 of the Offer to Purchase, if fewer than all
Shares validly tendered at or below the Purchase Price (as defined in the Offer
to Purchase) and not withdrawn prior to the Expiration Date (as defined in the
Offer to Purchase) are to be purchased, the Shares purchased first will consist
of all Shares tendered by "Odd Lot Owners" who validly tendered all of their
Shares at or below the Purchase Price (including by not designating a Purchase
Price as set forth in the Odd Lot section of the Letter of Transmittal). "Odd
Lot Owners" are shareholders, including participants in the Company's Stock
Purchase Plan, who owned beneficially as of the close of business on October 23,
1996, and continue to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares (including Shares credited to such participant's
account(s) under the Stock Purchase Plan, the Handy & Harman Dividend
Reinvestment Plan (as described in a separate letter sent to participants in
such plan) and the Handy & Harman 401(k) savings plan (described in the Offer to
Purchase), but excluding Restricted Shares (as defined in the Offer to
Purchase)). Partial tenders of Shares will not qualify for this preference and
this preference will not be available unless the box captioned "Odd Lots" in the
Letter of Transmittal is completed. Accordingly, even if the number of Shares
held by you in the Stock Purchase Plan is less than 100, you will not be
considered an Odd Lot Owner unless all Shares beneficially owned by you total to
less than 100 Shares. Additionally, tendering holders of Odd Lots who do not
wish to specify a purchase price may check the box in the section entitled "Odd
Lots" indicating that such shareholder is tendering all Shares at the Purchase
Price determined by the Company.
The Offer, proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, on November 21, 1996, unless the Company extends
the Offer. ACCORDINGLY, IN ORDER FOR CHASEMELLON SHAREHOLDER SERVICES, AS
ADMINISTRATOR OF THE STOCK PURCHASE PLAN, TO MAKE A TIMELY TENDER OF THE SHARES
ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT UNDER THE STOCK PURCHASE PLAN, YOU MUST
PROPERLY COMPLETE AND RETURN EITHER THE ENCLOSED YELLOW LETTER OF TRANSMITTAL,
OR THE PREVIOUSLY DELIVERED BLUE LETTER OF TRANSMITTAL, IN THE ENCLOSED RETURN
ENVELOPE SO THAT IT IS RECEIVED BY CHASEMELLON SHAREHOLDER SERVICES NOT LATER
THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 21, 1996, UNLESS
EXTENDED. If ChaseMellon Shareholder Services does not receive a properly
completed, signed original Letter of Transmittal from you by such deadline,
ChaseMellon Shareholder Services will NOT tender any of your Stock Purchase Plan
Shares.
As described in the Offer to Purchase, shareholders may designate the order
in which their Shares are to be purchased in the event of proration. Unless
otherwise specified on the Yellow or Blue Letter of Transmittal, the order of
purchase in the event of proration will be for the Company to first purchase
Shares held of record outside of the Stock Purchase Plan and then, if necessary,
to purchase Shares held in the Handy & Harman Dividend Reinvestment Plan (if
any) and, lastly, the Stock Purchase Plan.
If you should have any question regarding your Stock Purchase Plan Shares,
please call ChaseMellon Shareholder Services at (800) 982-7649.
Sincerely,
HANDY & HARMAN
2
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
HANDY & HARMAN
PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 24, 1996
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 21, 1996, UNLESS THE OFFER IS
EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Reorganization Department (201) 329-8936 Reorganization Department
Midtown Station Confirm Receipt of Notice of 120 Broadway - 13th Floor
P.O. Box 798 Guaranteed Delivery: New York, NY 10271
New York, NY 10018 (201) 296-4983
</TABLE>
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DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
<TABLE>
<S> <C> <C> <C>
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
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TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)(1) CERTIFICATE(S) TENDERED(2)
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TOTAL SHARES:
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</TABLE>
Indicate in this box the order (by certificate number) in which Shares are to
be purchased in the event of proration.(3) (Attach additional signed list if
necessary.) See Instruction 15.
1st: 2nd: 3rd: 4th: 5th:
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(1) Need not be completed by shareholders tendering Shares by book-entry
transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented
by each Share certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
(3) If you do not designate an order, then in the event less than all Shares
tendered are purchased due to proration, Shares will be selected for
purchase by the Depositary. See Instruction 15.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY WILL NOT
BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY. DELIVERIES TO BOOK-ENTRY TRANSFER FACILITIES WILL NOT CONSTITUTE
VALID DELIVERY TO THE DEPOSITARY.
[ ] Check here if you cannot locate your certificates and require
assistance in replacing them. Upon receipt of this Letter of
Transmittal, the Depositary will contact you directly with replacement
instructions.
<PAGE> 2
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
("DTC") or the Philadelphia Depository Trust Company ("PDTC") (hereinafter
collectively referred to as the "Book Entry Transfer Facilities") pursuant to
the procedures set forth in Section 3 of the Offer to Purchase (as defined
below) or for tenders of Shares held in the Company's Dividend Reinvestment Plan
or the Company's Employee Stock Purchase Plan. THIS LETTER OF TRANSMITTAL MAY
NOT BE USED TENDERING FOR SHARES REFLECTING INTERESTS IN THE COMPANY STOCK FUND
CREDITED TO ACCOUNTS IN THE COMPANY'S 401(K) SAVINGS PLAN (THE "SAVINGS PLAN").
SEE INSTRUCTION 14.
Shareholders who cannot deliver their Share certificates and any other
required documents to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares using the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
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(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
Check Applicable Box: [ ] DTC [ ] PDTC
Account No.
Transaction Code No.
[ ] 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)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution that Guaranteed Delivery
If delivery is by book-entry transfer:
Name of Tendering Institution
Account No. ____________ at [ ] DTC [ ] PDTC
Transaction Code No.
2
<PAGE> 3
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Handy & Harman, a New York corporation
(the "Company"), the above-described shares of its common stock, par value $1.00
per share (including the associated common stock purchase rights) (the
"Shares"), at the price per Share indicated in this Letter of Transmittal, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated October 24, 1996 (the "Offer to Purchase"), receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the Shares that are being tendered hereby or
orders the registration of such Shares tendered by book-entry transfer that are
purchased pursuant to the Offer to or upon the order of the Company and hereby
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares, 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, or transfer ownership of
such Shares on the account books maintained by any of the Book-Entry
Transfer Facilities, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of the Company
upon receipt by the Depositary, as the undersigned's agent, of the Purchase
Price (as defined below) with respect to such Shares;
(ii) present certificates for such Shares for cancellation and
transfer on the books of the Company; and
(iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the terms of
the Offer.
The undersigned hereby represents and warrants to the Company that the
undersigned has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, 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 Company to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby.
The undersigned represents and warrants to the Company that the undersigned
has read and agrees to all of the terms of the Offer. All authority herein
conferred or agreed to be conferred shall not be affected by, and shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions will constitute the undersigned's acceptance of the terms and
conditions of the Offer, including the undersigned's representation and warranty
to the Company that (i) the undersigned has a net long position in the Shares or
equivalent securities being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the
tender of such Shares complies with Rule 14e-4. The Company's acceptance for
payment of Shares tendered pursuant to the Offer will constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Offer.
The names and addresses of the registered holders should be printed, if
they are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, the number of Shares that the
undersigned wishes to tender and the purchase price at which such Shares are
being tendered should be indicated in the appropriate boxes on this Letter of
Transmittal.
The undersigned understands that the Company will determine a single per
Share price (not greater than $20.00 nor less than $17.50 per Share), net to the
Seller in cash, that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer (the "Purchase Price"), taking into account the number of
Shares so tendered and the prices specified by tendering shareholders. The
undersigned understands that the Company will select the lowest Purchase Price
that will allow it to purchase 1,800,000 Shares (or such lesser number of Shares
as are validly tendered at prices not greater than $20.00 nor less than $17.50
per Share) validly tendered and not withdrawn pursuant to the Offer. The
undersigned understands that all Shares validly tendered at prices at or below
the Purchase Price and not withdrawn will be purchased at the Purchase Price,
net to the seller in cash, upon the terms and subject to the conditions of the
Offer, including the proration provisions, and that the Company will return all
other Shares, including Shares tendered at prices greater than the Purchase
Price and not withdrawn and Shares not purchased because of proration.
3
<PAGE> 4
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the applicable Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the Purchase Price of any Shares purchased and/or any certificates for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the Purchase
Price of any Shares purchased and/or return any Shares not tendered or not
purchased in the name(s) of, and mail such check and/or any certificates to, the
person(s) so indicated. The undersigned recognizes that the Company has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if the Company does not
accept for payment any of the Shares so tendered.
The undersigned understands that a tender of Shares pursuant to the Offer
will include a tender of the associated common stock purchase rights (the
"Rights") and that no separate consideration will be paid for such Rights. For a
description of the Rights, see Section 7 of the Offer to Purchase.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
4
<PAGE> 5
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A
SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED
MUST BE USED. (See Instruction 5.)
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO
VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
[ ] $17.50 [ ] $18.00 [ ] $18.50 [ ] $19.00 [ ] $19.50 [ ] $20.00
[ ] $17.75 [ ] $18.25 [ ] $18.75 [ ] $19.25 [ ] $19.75
</TABLE>
ODD LOTS
(See Instruction 9.)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owns beneficially, as of the close of business on October
23, 1996, and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (including Shares reflecting interests in the
Company Stock Fund allocated to the Savings Plan, the Company's Dividend
Reinvestment Plan and the Company's Employee Stock Purchase Plan but excluding
Restricted Shares (as defined in the Offer to Purchase)).
The undersigned either (check one box):
[ ] owned beneficially, as of the close of business on October 23, 1996,
and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (including Shares reflecting
interests in the Company Stock Fund allocated to the Savings Plan, the
Company's Dividend Reinvestment Plan and the Company's Employee Stock
Purchase Plan but excluding Restricted Shares), all of which are being
tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on
October 23, 1996, and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares (including
Shares reflecting interests in the Company Stock Fund allocated to the
Savings Plan, the Company's Dividend Reinvestment Plan and the
Company's Employee Stock Purchase Plan but excluding Restricted Shares)
and is tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price determined
by the Company in accordance with the terms of the Offer (persons checking this
box need not indicate the price per Share in the box entitled "Price (In
Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of
Transmittal). See Instruction 5. [ ]
5
<PAGE> 6
- --------------------------------------------------------------------------------
DIVIDEND REINVESTMENT PLAN SHARES (SEE INSTRUCTION 17)
This section is to be completed ONLY if Shares held in the Dividend
Reinvestment Plan are to be tendered.
[ ] By checking this box, the undersigned represents that the undersigned
is a participant in the Dividend Reinvestment Plan and hereby
instructs the Depositary to tender on behalf of the undersigned the
following number of Shares credited to the Dividend Reinvestment Plan
account of the undersigned at the Purchase Price per Share indicated
in the box entitled "Price (In Dollars) Per Share At Which Shares Are
Being Tendered" in this Letter of Transmittal:
------------------------ Shares(1)
- --------------------------------------------------------------------------------
(1) The undersigned understands and agrees that all Shares held in the
Dividend Reinvestment Plan account(s) of the undersigned will be
tendered if the above box is checked and the space above is left
blank.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EMPLOYEE STOCK PURCHASE PLAN SHARES (SEE INSTRUCTION 18)
This section is to be completed ONLY if Shares held in the Employee
Stock Purchase Plan are to be tendered.
[ ] By checking this box, the undersigned represents that the undersigned
is a participant in the Employee Stock Purchase Plan and hereby
instructs the Depositary to tender on behalf of the undersigned the
following number of Shares credited to the Employee Stock Purchase
Plan account of the undersigned at the Purchase Price per Share
indicated in the box entitled "Price (In Dollars) Per Share At Which
Shares Are Being Tendered" in this Letter of Transmittal:
------------------------ Shares(1)
- --------------------------------------------------------------------------------
(1) The undersigned understands and agrees that all Shares held in the
Employee Stock Purchase Plan account(s) of the undersigned will be
tendered if the above box is checked and the space above is left
blank.
- --------------------------------------------------------------------------------
6
<PAGE> 7
------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the check for the aggregate Purchase Price of
Shares purchased and/or certificates for Shares not tendered or not
purchased are to be issued in the name of someone other than the
undersigned.
Issue: [ ] check and/or
[ ] certificate(s) to:
Name
------------------------------------------------------------
------------------------------------------------------------
(PLEASE PRINT)
Address
------------------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 8)
To be complete ONLY if the check for the Purchase Price of Shares
purchased and/or certificates for Shares not tendered or not purchased are
to be mailed 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 and/or
[ ] certificates to:
Name
------------------------------------------------------------
------------------------------------------------------------
(PLEASE PRINT)
Address
------------------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
7
<PAGE> 8
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SHAREHOLDERS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Dated
- --------------------------- , 1996
Name(s) ------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
-----------------------------------------------------------------
Address-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.
- --------------------------------------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
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 6.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6.)
Name of Firm
---------------------------------------------------------------------
Authorized Signature
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Title
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.
- --------------------------------------------------------------------------------
Dated
- --------------------------- , 1996
8
<PAGE> 9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm or other
entity that is a member in good standing of the Security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Program or the Stock
Exchange Medallion Program (an "Eligible Institution"), unless (i) this Letter
of Transmittal is signed by the registered holder(s) of the Shares (which term,
for purposes of this document, shall include any participant in a Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of Shares) tendered herewith and such holder(s) have not completed the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal, or (ii) such Shares are tendered
for the account of an Eligible Institution. See Instruction 6.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if share
certificates are to be forwarded herewith or if delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase or for tenders of Shares held in the Company's Dividend
Reinvestment Plan or the Company's Employee Stock Purchase Plan. Certificates
for all physically delivered Shares, or a confirmation of a book-entry transfer
into the Depositary's account at one of the Book-Entry Transfer Facilities of
all Shares delivered electronically, as well as a properly completed and duly
executed Letter of Transmittal (or 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 on the front page of this Letter of
Transmittal prior to the Expiration Date. If certificates are forwarded to the
Depositary in multiple deliveries, a properly completed and duly executed Letter
of Transmittal must accompany each such delivery.
Shareholders whose share certificates are not immediately available, who
cannot deliver their Shares and all other required documents to the Depositary
or who cannot complete the procedure for delivery by book-entry transfer prior
to the Expiration Date may tender their Shares 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 provided by the Company (with any required
signature guarantees) must be received by the Depositary prior to the Expiration
Date, and (iii) the certificates for all physically delivered Shares in proper
form for transfer by delivery, or a confirmation of a book-entry transfer into
the Depositary's account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, in each case together with a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof)
and any other documents required by this Letter of Transmittal, must be received
by the Depositary within three New York Stock Exchange, Inc. trading days after
the date the Depositary receives such Notice of Guaranteed Delivery, all as
provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative or contingent tenders will be accepted. By executing this
Letter of Transmittal (or facsimile thereof), the tendering shareholder waives
any right to receive any notice of the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
9
<PAGE> 10
4. Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In such
case, a new certificate for the remainder of the Shares represented by the old
certificate will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions" or "Special
Delivery Instructions" boxes on this Letter of Transmittal, as promptly as
practicable following the expiration or termination of the Offer. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. Indication of Price at Which Shares Are Being Tendered. For Shares to
be validly tendered, the shareholder must check the box indicating the price per
Share at which such shareholder is tendering Shares under "Price (In Dollars)
Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal,
except that Odd Lot Owners (as defined in Section 2 of the Offer to Purchase)
may check the box above in the section entitled "Odd Lots" indicating that such
shareholder is tendering all Shares at the Purchase Price determined by the
Company. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED, OR (OTHER
THAN AS DESCRIBED ABOVE FOR ODD LOT OWNERS) IF NO BOX IS CHECKED, THERE IS NO
VALID TENDER OF SHARES. A shareholder wishing to tender portions of such
shareholder's Share holdings at different prices must complete a separate Letter
of Transmittal for each price at which such shareholder wishes to tender each
such portion of such shareholder's Shares. The same Shares cannot be tendered
(unless previously validly withdrawn as provided in Section 4 of the Offer to
Purchase) at more than one price.
6. 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 signatures(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the Purchase Price is to be made to, or Shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s), in which case the certificate(s) evidencing
the Shares 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 certificates. Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing the
Shares 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 certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.
If this Letter of Transmittal or any 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
the Company of the authority of such person so to act must be submitted.
10
<PAGE> 11
7. Stock Transfer Taxes. The Company will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the aggregate
Purchase Price is to be made to, or Shares not tendered or not purchased are to
be registered in the name of, any person other than the registered holder(s), or
if tendered Shares 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), such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See Section 5 of the Offer to
Purchase. Except as provided in this Instruction 7, it will not be necessary to
affix transfer tax stamps to the certificates representing Shares tendered
hereby.
8. Special Payment and Delivery Instructions. If a check for the Purchase
Price of any Shares tendered hereby is to be issued in the name of, and/or any
Shares not tendered or not purchased are to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or if the check and/or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed. Shareholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such shareholder at the Book-Entry Transfer Facility from which such transfer
was made.
9. Odd Lots. As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date are to be purchased, the Shares purchased
first will consist of all Shares tendered by any shareholder who owned
beneficially, as of the close of business on October 23, 1996, and continues to
own beneficially as of the Expiration Date, an aggregate of fewer than 100
Shares (including Shares reflecting interests in the Company Stock Fund
allocated to the Savings Plan, the Company's Dividend Reinvestment Plan and the
Company's Employee Stock Purchase Plan but excluding Restricted Shares) and who
validly tendered all such Shares at or below the Purchase Price (including by
not designating a Purchase Price as described below). Partial tenders of Shares
will not qualify for this preference and this preference will not be available
unless the box captioned "Odd Lots" in this Letter of Transmittal and the Notice
of Guaranteed Delivery, if any, is completed.
Additionally, tendering holders of Odd Lots who do not wish to specify a
purchase price may check the box above in the section entitled "Odd Lots"
indicating that such shareholder is tendering all Shares at the Purchase Price
determined by the Company. See Instruction 5.
10. Substitute Form W-9 and Form W-8. Under the United States federal
income tax backup withholding rules, unless an exemption applies under the
applicable law and regulations, 31% of the gross proceeds payable to a
shareholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the shareholder or other payee provides
such person's taxpayer identification number (employer identification number or
social security number) to the Depositary and certifies that such number is
correct. Therefore, each tendering shareholder should complete and sign the
Substitute Form W-9 included as part of the Letter of Transmittal so as to
provide the information and certification necessary to avoid backup withholding,
unless such shareholder otherwise establishes to the satisfaction of the
Depositary that it is not subject to backup withholding. Certain shareholders
(including, among others, all corporations and certain foreign shareholders (in
addition to foreign corporations)) are not subject to these backup withholding
and reporting requirements. In order for a foreign shareholder to qualify as an
exempt recipient, that shareholder must submit an IRS Form W-8 or a Substitute
Form W-8, signed under penalties of perjury, attesting to that shareholder's
exempt status. Such statements may be obtained from the Depositary.
11
<PAGE> 12
11. Withholding On Foreign Shareholders. Even if a foreign shareholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign shareholder or his or her agent unless the
Depositary determines that an exemption from or a reduced rate of withholding is
available pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected with the
conduct of a trade or business in the United States. For this purpose, a foreign
shareholder is a shareholder that is not (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or organized in
or under the laws of the United States, any state or any political subdivision
thereof or (iii) any estate or trust the income of which is subject to United
States federal income taxation regardless of the source of such income. In order
to obtain a reduced rate of withholding pursuant to a tax treaty, a foreign
shareholder must deliver to the Depositary a properly completed IRS Form 1001.
In order to obtain an exemption from withholding on the grounds that the gross
proceeds paid pursuant to the Offer are effectively connected with the conduct
of a trade or business within the United States, a foreign shareholder must
deliver to the Depositary a properly completed IRS Form 4224. The Depositary
will determine a shareholder's status as a foreign shareholder and eligibility
for a reduced rate of, or an exemption from, withholding by reference to
outstanding certificates or statements concerning eligibility for a reduced rate
of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224) unless
facts and circumstances indicate that such reliance is not warranted. A foreign
shareholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such shareholder meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" test described
in Section 14 of the Offer to Purchase or is otherwise able to establish that no
tax or a reduced amount of tax is due. Backup withholding generally will not
apply to amounts subject to the 30% or treaty-reduced rate of withholding.
Foreign shareholders are urged to consult their tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and refund procedures.
12. Requests for Assistance or Additional Copies. Any questions or
requests for assistance may be directed to the Information Agent or the Dealer
Manager at their respective telephone numbers and addresses listed below.
Requests for additional copies of the Offer to Purchase, this Letter of
Transmittal or other tender offer materials may be directed to the Information
Agent or the Dealer Manager, and such copies will be furnished promptly at the
Company's expense. Shareholders may also contact their local broker, dealer,
commercial bank or trust company for documents relating to, or assistance
concerning, the Offer.
13. Irregularities. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company, in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders it determines not to be in proper form or the
acceptance of or payment for which may, in the opinion of the Company's counsel
be unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular Shares or any particular shareholder. No tender of Shares will be
deemed to be validly made until all defects or irregularities have been cured or
waived. None of the Company, the Dealer Manager, the Depositary, the Information
Agent or any other person is or will be obligated to give notice of any defects
or irregularities in tenders, and none of them will incur any liability for
failure to give any such notice.
14. Savings Plan; Restricted Shares. Participants in the Company's Savings
Plan may not use this Letter of Transmittal to direct the tender of Shares
reflecting interests in the Company Stock Fund credited to such participant's
individual account, but must use the separate Direction Form sent to them by the
Company. Restricted Shares (as defined in the Offer to Purchase) may not be
tendered pursuant to the Offer until the applicable restriction period has
expired. See Section 3 of the Offer to Purchase.
15. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, shareholders may designate the order in which their
Shares are to be purchased in the event of proration. Unless otherwise specified
on this Letter of Transmittal, the order of purchase of a holder's Shares in the
event of proration will be for the Company to first purchase Shares held of
record outside of the Company's Dividend Reinvestment Plan and Employee Stock
Purchase Plan and then, if necessary, to purchase Shares
12
<PAGE> 13
held in the Dividend Reinvestment Plan and, lastly, Shares held in the Employee
Stock Plan. The order of purchase may affect whether any capital gain or loss
recognized on the Shares purchased is long-term or short-term (depending on the
holding period for the Shares purchased) and the amount of gain or loss
recognized for federal income tax purposes. See Sections 1 and 14 of the Offer
to Purchase.
16. Lost, Stolen or Destroyed Certificates. If your certificate(s)
representing Shares have been lost, stolen or destroyed, so indicate on the
front of this Letter of Transmittal. The Depositary will send you additional
documentation that will need to be completed to effectively surrender such lost,
stolen or destroyed certificates.
17. Dividend Reinvestment Plan. If a tendering shareholder desires to have
tendered pursuant to the Offer Shares credited to the shareholder's account
under the Dividend Reinvestment Plan, the box captioned "Dividend Reinvestment
Plan Shares" should be completed. A participant in the Dividend Reinvestment
Plan may complete such box on only one Letter of Transmittal submitted by such
participant. If a participant submits more than one Letter of Transmittal and
completed such box on more than one Letter of Transmittal, the participant will
be deemed to have elected to tender all Shares credited to the shareholder's
account under the Dividend Reinvestment Plan at the lowest of the prices
specified in such Letters of Transmittal.
If a shareholder authorizes a tender of Shares held in the Dividend
Reinvestment Plan, all such Shares credited to such shareholder's account(s),
including fractional Shares, will be tendered, unless otherwise specified in the
appropriate space in the box captioned "Dividend Reinvestment Plan Shares." In
the event that the box captioned "Dividend Reinvestment Plan Shares" is not
completed, no Shares held in the tendering shareowner's account will be
tendered.
18. Employee Stock Purchase Plan. If a tendering shareholder desires to
have tendered pursuant to the Offer Shares credited to the shareholder's account
under the Employee Stock Purchase Plan, the box captioned "Employee Stock
Purchase Plan Shares" should be completed. A participant in the Employee Stock
Purchase Plan may complete such box on only one Letter of Transmittal submitted
by such participant. If a participant submits more than one Letter of
Transmittal and completed such box on more than one Letter of Transmittal, the
participant will be deemed to have elected to tender all Shares credited to the
shareholder's account under the Employee Stock Purchase Plan at the lowest of
the prices specified in such Letters of Transmittal.
If a shareholder authorizes a tender of Shares held in the Employee Stock
Purchase Plan, all such Shares credited to such shareholder's account(s),
including fractional Shares, will be tendered, unless otherwise specified in the
appropriate space in the box captioned "Employee Stock Purchase Plan Shares." In
the event that the box captioned "Employee Stock Purchase Plan Shares" is not
completed, no Shares held in the tendering shareowner's account will be
tendered.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE
EXPIRATION DATE. SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE
FORM W-9 WITH THEIR LETTER OF TRANSMITTAL.
13
<PAGE> 14
<TABLE>
<C> <S> <C>
- --------------------------------------------------------------------------------------------------------
PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- Please provide your TIN in the --------------------------------------
FORM W-9 box at right and certify by signing and Social Security Number
dating below. or
Employer Identification Number
------------------------------------------------------------------------------------
DEPARTMENT OF THE PART 2 -- For Payees exempt from backup withholding, see the enclosed Guidelines
TREASURY for Certification of Taxpayer Identification Number on Substitute Form W-9 and
INTERNAL REVENUE complete as instructed therein.
SERVICE
------------------------------------------------------------------------------------
PART 3 -- Awaiting TIN [ ]
------------------------------------------------------------------------------------
Certification -- Under penalties of perjury, I certify that (i) the number shown on
this form is my correct Taxpayer Identification Number (or I am waiting for a
number to be issued to me) and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate IRS center or Social
Security Administration office or (b) I intend to mail or deliver an application in
the near future) and (ii) I am not subject to backup withholding because: (a) I am
exempt from backup withholding; or (b) I have not been notified by 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. Certification instructions -- You must cross out Item (ii) 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.
Signature Date ________________
Name
(Please Print)
Address
(Include Zip Code)
PAYOR'S REQUEST FOR
TAXPAYER
IDENTIFICATION
NUMBER ("TIN")
- --------------------------------------------------------------------------------------------------------
</TABLE>
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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to
me, and either (1) I have mailed or delivered an application to receive a
TIN 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 TIN by the time of payment, 31% of
all payments made to me thereafter will be withheld until I provide a
number.
Signature Date _______________
14
<PAGE> 15
The Information Agent for the Offer is:
(LOGO)
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll Free)
Banks and Brokers call collect:
(212) 440-9800
The Dealer Manager for the Offer is:
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260-0060
(212) 648-7833
(800) 576-9843 (Toll Free)
