<PAGE>
Exhibit (a)(17)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
IBP, inc.
Pursuant to Supplement No. 1 to the Offer to Purchase
dated January 5, 2001
of
Lasso Acquisition Corporation
a wholly-owned subsidiary of
Tyson Foods, Inc.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW
YORK CITY TIME, ON TUESDAY, JANUARY 16, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
Wilmington Trust Company
By Mail: By Hand/Overnight Courier:
Corporate Trust Reorg. Svcs. Wilmington Trust Company
Wilmington Trust Company 1105 North Market Street, 1st Floor
P O Box 8861 Wilmington, DE 19801
Wilmington, DE 19899-8861 Attn: Corporate Trust Operations
By Facsimile:
(302) 651-1079
Confirm by Telephone:
(302) 651-8869
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
SHARES TENDERED IN THE OFFER WHICH, BECAUSE OF PRORATION, ARE NOT PURCHASED
WILL BE DELIVERED TO THE EXCHANGE AGENT FOR THE EXCHANGE OFFER (AS DEFINED
BELOW) AND TREATED AS TENDERED IN THE EXCHANGE OFFER UNLESS YOU INDICATE
OTHERWISE BELOW OR IN A WRITTEN NOTICE TO THE DEPOSITARY.
This Letter of Transmittal is to be used if certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, 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 (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in Section 4 of the Offer to Purchase.
DESCRIPTION OF SHARES TENDERED
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank,
exactly as name(s) and
Shares tendered appear(s) Shares Tendered
on Share certificate(s)) (Attach additional list if necessary)
--------------------------------------------------------------------------------
Total Number of
Shares
Certificate Represented by Number of Shares
Number(s)* Certificate(s)* Tendered**
----------------------------------------------------
<S> <C> <C> <C>
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
Total Shares
</TABLE>
-------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are being
tendered. See Instruction 4.
<PAGE>
Holders of outstanding shares of Common Stock, par value $0.05 per share
(the "Shares"), of IBP, inc., whose certificates for such Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in the Offer to Purchase), or who cannot
complete the procedure for book-entry transfer on a timely basis, must tender
their Shares according to the guaranteed delivery procedure set forth in
Section 4 of the Offer to Purchase. See Instruction 2. Delivery of documents
to the Book-Entry Transfer Facility does not constitute delivery to the
Depositary.
Lost Certificates
[_]I HAVE LOST MY CERTIFICATE(S) THAT REPRESENTED SHARES OF COMMON STOCK
AND REQUIRE ASSISTANCE IN OBTAINING A REPLACEMENT CERTIFICATE. I UNDERSTAND
THAT I MUST CONTACT THE INFORMATION AGENT AND/OR THE COMPANY TO OBTAIN
INSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE INSTRUCTION 9.
Exchange Offer
[_]IF MY SHARES ARE NOT PURCHASED IN THE OFFER BECAUSE OF PRORATION, DO NOT
DEPOSIT THEM WITH THE EXCHANGE AGENT IN THE EXCHANGE OFFER. SEE
INSTRUCTION 10.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
[_]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:
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 Tendering Stockholder(s) ___________________________________________
Date of Execution of Notice of Guaranteed Delivery ____________________________
Name of Institution which Guaranteed Delivery _________________________________
If delivery is by book-entry transfer:
Name of Tendering Institution _________________________________________________
Account Number ________________________________________________________________
Transaction Code Number _______________________________________________________
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Lasso Acquisition Corporation (the
"Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Tyson
Foods, Inc., a Delaware corporation, the above-described shares of Common
Stock, par value $0.05 per share (the "Shares"), of IBP, inc., a Delaware
corporation (the "Company"), pursuant to the Purchaser's offer to purchase up
to the number of Shares that represent, together with Shares owned by Tyson,
50.1% of the outstanding Shares at $30.00 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in Supplement No. 1 to the Offer to Purchase dated January 5, 2001, receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which
together constitute the "Offer"). We reserve the right to transfer or assign,
in whole or from time to time in part, to one or more of our affiliates the
right to purchase Shares tendered pursuant to the Offer, but any such transfer
or assignment will not relieve us of our obligations under the Offer or
prejudice your rights to receive payment for Shares validly tendered and
accepted for payment. Tyson intends to commence an exchange offer for each
Share not purchased in the Offer (the "Exchange Offer"). In the Exchange
Offer, Tyson will offer for each Share, shares of Tyson Class A common stock
worth $30.00 if the average trading price for a share of Tyson Class A common
stock for an agreed period of time is between $12.60 and $15.40. If the
average trading price is below $12.60, the exchange ratio will be fixed at
2.381 shares of Tyson Class A common stock and if the average trading price is
above $15.40, the exchange ratio will be fixed at 1.948 shares of Tyson Class
A common stock. The Exchange Offer will close at least 5 business days after
the Expiration Date of the Offer and is conditioned on, among other things,
the purchase of Shares in the Offer. The Exchange Offer is intended to give
stockholders the opportunity to receive shares of Tyson Class A common stock
sooner than would be possible pursuant to the Merger.
Upon the terms and subject to the conditions of the Offer and effective
upon acceptance for payment of and payment for the Shares tendered herewith,
the undersigned hereby sells, assigns and transfers to, or upon the order of,
the Purchaser all right, title and interest in and to all the Shares that are
being tendered hereby (and any and all other Shares or other securities issued
or issuable in respect thereof on or after the date hereof) and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and all such other Shares or securities), 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 all such other Shares or securities), or transfer ownership
of such Shares (and all such other Shares or securities) 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 Purchaser, (ii) present such Shares (and all such other
Shares or securities) 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 all such other Shares or securities), all in accordance
with the terms of the Offer.
The undersigned understands that if more than the number of Shares that
represent, together with Shares owned by Tyson, 50.1% of the Shares are
validly tendered and not withdrawn prior to the expiration date of the Offer,
Purchaser will accept for payment and pay for only the number of Shares that
represent, together with Shares owned by Tyson, 50.1% of the Shares on a pro
rata basis (with appropriate adjustment to avoid purchase of fractional
Shares) based on the number of Shares properly tendered by each stockholder
prior to the expiration date of the Offer. If we accept less than all of the
Shares tendered for payment in the Offer, the Shares that are not purchased
will be delivered to the exchange agent for the Exchange Offer. Those
unpurchased Shares will be deemed valid tenders for purposes of the Exchange
Offer, subject to withdrawal rights. There will be at least 5 business days
between the delivery of unpurchased Shares to the exchange agent for the
Exchange Offer and the expiration date of the Exchange Offer.
The undersigned hereby irrevocably appoints Les Baledge and R. Read Hudson,
individually, the attorneys and proxies of the undersigned, each with full
power of substitution, to exercise all voting and other rights of the
undersigned in such manner as each such attorney and proxy or his substitute
shall in his sole discretion deem proper, with respect to all of the Shares
tendered hereby which have been accepted for payment by the Purchaser prior to
the time of any vote or other action (and any and all other Shares or other
securities issued or issuable in respect thereof on or after the date hereof),
at any meeting of stockholders of the Company (whether annual or
3
<PAGE>
special and whether or not an adjourned meeting), by written consent or
otherwise. This proxy is irrevocable and is granted in consideration of, and
is effective upon, the acceptance for payment of such Shares by the Purchaser
in accordance with the terms of the Offer. Such acceptance for payment shall
revoke any other proxy or written consent granted by the undersigned at any
time with respect to such Shares (and all such other Shares or securities),
and no subsequent proxies will be given or written consents will be executed
by the undersigned (and if given or executed, will not be deemed to be
effective).
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 any and all other Shares or other securities issued or
issuable in respect thereof on or after the date hereof) and that when the
same are accepted for payment by the Purchaser, the Purchaser will acquire
good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not 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 such other Shares or securities).
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, 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 4 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and
the Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the purchase price of any Shares purchased, and 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 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 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 return any Shares not tendered or not purchased in
the name(s) of, and mail said check and any certificates to, the person(s) so
indicated. 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(s) thereof if the Purchaser does not accept
for payment any of the Shares so tendered.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS
Instructions 6 and 7) (See Instructions 6 and 7)
To be completed ONLY if the check To be completed ONLY if the check
for the purchase price of Shares for the purchase price of Shares
purchased (less the amount of any purchased (less the amount of any
federal income and backup federal income and backup
withholding tax required to be withholding tax required to be
withheld) or certificates for withheld) or certificates for
Shares not tendered or not Shares not tendered or not
purchased or not delivered to the purchased or not delivered to the
exchange agent for the exchange exchange agent for the exchange
offer are to be issued in the offer are to be mailed to someone
name of someone other than the other than the undersigned or to
undersigned. the undersigned at an address
other than that shown below the
Mail:[_] check undersigned's signature(s).
[_] certificates to:
Mail:[_] check
Name: ____________________________ [_] certificates to:
(Please Print)
Name: ____________________________
Address: _________________________ (Please Print)
__________________________________ Address: _________________________
Zip Code
__________________________________
__________________________________ Zip Code
(Taxpayer Identification or No.) __________________________________
(Taxpayer Identification No.)
5
<PAGE>
SIGN HERE
(Please complete Substitute Form W-9 below)
---------------------------------------------------------
---------------------------------------------------------
(Signature(s) of Owners)
Dated: , 20
Name(s) _________________________________________________
---------------------------------------------------------
(Please Print)
Capacity (full title) ___________________________________
Address _________________________________________________
---------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number __________________________
(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, agent, 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)
(See Instructions 1 and 5)
Authorized Signature: ___________________________________
Name: ___________________________________________________
Title: __________________________________________________
(Please Type or Print)
Name of Firm: ___________________________________________
Address: ________________________________________________
(Include Zip Code)
Area Code and Telephone No.: ____________________________
Dated: , 20
(right arrow) (left
arrow)
FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW
6
<PAGE>
Part I--TAXPAYER Social Security Number
IDENTIFICATION NO.--FOR ALL OR Employee
ACCOUNTS. Identification Number
SUBSTITUTE
Form W-9
Department of ----------------------
the Treasury --------------------------------------------------------
Internal Enter your taxpayer identification Part II
Revenue number in the appropriate box. For
Service most individuals and sole
proprietors, this is your Social
Security Number. For other entities,
it is your Employer Identification
Number. If you do not have a number,
see "How to Obtain a TIN" in the
enclosed Guidelines. Note: If the
account is in more than one name, see
the chart on page 2 of the enclosed
Guidelines to determine what number
to enter.
For Payees
Exempt
From Backup
Payer's Request for Withholding
Taxpayer (see enclosed
Identification No. Guidelines)
--------------------------------------------------------------------------------
Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and either (a) 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 (b) I intend to mail or
deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within (60) days, 31% of all
reportable payments made to me thereafter will be withheld until I
provide a number;
(2) I am not subject to backup withholding either because (a) I am exempt
from backup withholding, (b) I have not been notified by the Internal
Revenue Service ("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; and
(3) Any information provided on this form is true, correct and complete.
--------------------------------------------------------------------------------
Signature
------------------------------------------------- Dated __________, 20
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 ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
7
<PAGE>
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 financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a member of a recognized Medallion Program approved by The
Securities Transfer Association, Inc., including the Securities Transfer
Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP)
and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any
other "eligible guarantor institution" (as such term is defined in Rule 17Ad-
15 under the Securities Exchange Act of 1934, as amended) (each an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(i) if 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 the 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 instruction entitled "Special Payment
Instructions" on this Letter of Transmittal or (ii) if such Shares are
tendered for the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal
is to be used either if certificates are to be forwarded herewith or, unless
an Agent's Message is utilized, if delivery of Shares is to be made by book-
entry transfer pursuant to the procedures set forth in Section 4 of the Offer
to Purchase. Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well
as a properly completed and duly executed Letter of Transmittal (or in the
case of a book-entry transfer, an Agent's Message) and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth on the front page of this Letter of Transmittal
by the Expiration Date. Stockholders who cannot deliver their Shares and all
other required documents to the Depositary by the Expiration Date must tender
their Shares pursuant to the guaranteed delivery procedure set forth in
Section 4 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 Purchaser must be received by the Depositary by the
Expiration Date and (iii) the certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility of all Shares delivered
electronically, as well as a properly completed and duly executed Letter of
Transmittal (or in the case of a book-entry delivery, an Agent's Message) and
any other documents required by this Letter of Transmittal, must be received
by the Depositary within three New York Stock Exchange, Inc. trading days
after the date of execution of such Notice of Guaranteed Delivery, all as
provided in Section 4 of the Offer to Purchase.
The method of delivery of Shares and all other required documents is at the
option and risk of the tendering stockholder. If certificates for Shares are
sent by mail, registered mail with return receipt requested, properly insured,
is recommended.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal,
the tendering stockholder 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
schedule attached hereto.
4. Partial Tenders (not applicable to stockholders 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
which 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 appropriate box 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.
8
<PAGE>
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the 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 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, or
Shares not tendered or not purchased are to be returned, in the name of any
person other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates 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
certificates for such Shares. Signature(s) on any such certificates or stock
powers must be guaranteed by an Eligible Institution.
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 Purchaser of the authority of such person so to act must
be submitted.
6. Stock Transfer Taxes. The Purchaser will pay 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 purchase price is to be
made to, or Shares not tendered or not purchased are to be returned in the
name of, any person other than the registered holder(s), or if a transfer tax
is imposed for any reason other than the sale or transfer of Shares to the
Purchaser pursuant to the Offer, then the amount of any stock transfer taxes
(whether imposed on the registered holder(s), such other person or otherwise)
will be deducted from the purchase price unless satisfactory evidence of the
payment of such taxes, or exemption therefrom, is submitted herewith.
7. Special Payment and Delivery Instructions. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or
not purchased or not delivered to the Depositary are to be returned, in the
name of a person other than the person(s) signing this Letter of Transmittal
or if the check or any certificates for Shares not tendered or not purchased
or not delivered to the depositary agent for the Exchange Offer are to be
mailed to someone other than the person(s) signing this Letter of Transmittal
or to the person(s) signing this Letter of Transmittal at an address other
than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. Stockholders tendering Shares by book-entry transfer may
request that Shares not purchased or not delivered to the exchange agent for
the Exchange Offer be credited to such account at any of the Book-Entry
Transfer Facilities as such stockholder may designate under "Special Payment
Instructions". If no such instructions are given, any such Shares not
purchased and not delivered to the exchange agent for the Exchange Offer will
be returned by crediting the account at the Book-Entry Transfer Facilities
designated above.
8. Substitute Form W-9. Under the federal income tax laws, the Depositary
will be required to withhold 31% of the amount of any payments made to certain
stockholders pursuant to the Offer. In order to avoid such backup withholding,
each tendering stockholder, and, if applicable, each other payee, must provide
the Depositary with such stockholder's or payee's correct taxpayer
identification number and certify that such stockholder or payee is not
subject to such backup withholding by completing the Substitute Form W-9 set
forth above. In general, if a stockholder or payee is an individual, the
taxpayer identification number is the Social Security number of such
individual. If the Depositary is not provided with the correct taxpayer
identification number, the stockholder or payee may be subject to a $50
penalty imposed by the Internal Revenue Service.
9
<PAGE>
Certain stockholders or payees (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order to satisfy the Depositary that a foreign
individual qualifies as an exempt recipient, such stockholder or payee must
submit a statement, signed under penalties of perjury, attesting to that
individual's exempt status. Such statements can be obtained from the
Depositary. For further information concerning backup withholding and
instructions for completing the Substitute Form W-9 (including how to obtain a
taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Shares are held in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 31% of the amount of any payments made pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the federal
income tax liability of a person subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an overpayment of
taxes, a refund may be obtained provided that the required information is
furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND
RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
9. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder of a
certificate(s) which represented Shares whose certificate(s) has been
mutilated, lost, stolen, or destroyed should (i) complete this Letter of
Transmittal and check the appropriate box above and (ii) contact the
Depositary immediately by calling (302) 651-8869. The Depositary will provide
such holder will all necessary forms and instructions to replace any
mutilated, lost, stolen or destroyed certificates. The holder may also be
required to give the Company a bond as indemnity against any claim that may be
made against it with respect to the certificate(s) alleged to have been
mutilated, lost, stolen, or destroyed. However, there can be no assurances
that such mutilated, lost, stolen or destroyed certificates will be replaced
prior to the expiration date of the Offer.
10. Delivery of Prorated Shares to Exchange Agent in Exchange Offer. If in
the Offer the Purchaser accepts for payment less than all the Shares tendered
in the Offer because of proration, the Shares that are not purchased will be
delivered to the exchange agent for the Exchange Offer unless you indicate
otherwise in this Letter of Transmittal or notify the exchange agent in
writing. If you do not wish to have your Shares which were not purchased in
the Offer delivered to the exchange agent for the Exchange Offer, check the
appropriate box on page 2 of this Letter of Transmittal or notify the exchange
agent in writing. If you do not check the box on page 2 of this Letter of
Transmittal or notify the exchange agent in writing, your Shares not purchased
in the Offer will be delivered to the exchange agent for the Exchange Offer
and deemed valid tenders in the Exchange Offer.
If you have already tendered your Shares using the Letter of Transmittal
(on blue paper) delivered to you with the initial offer to purchase and do not
want your unpurchased Shares delivered to the exchange agent for the Exchange
Offer, check the box on page 2 of this Letter of Transmittal and deliver it
the exchange agent or call the information agent, MacKenzie Partners, Inc., at
the number given for them on the back page. If you have tendered your Shares
using the blue Letter of Transmittal and you do want your unpurchased Shares
delivered to the exchange agent for the Exchange Offer, you need do nothing.
11. Waiver of Conditions. Subject to the Merger Agreement, the Conditions
of the Offer may be waived, in whole or in part, by Purchaser, at any time and
from time to time, in the case of any shares tendered.
10
<PAGE>
12. Requests for Assistance or Additional Copies. Requests for assistance
or additional copies of the Offer to Purchase and this Letter of Transmittal
may be obtained from the Information Agent or the Dealer Manager at their
respective addresses or telephone numbers set forth below.
(DO NOT WRITE IN SPACES BELOW)
-------------------------------------------------------------------------------
Date Received _________ Accepted By ___________ Checked By __________
<TABLE>
-----------------------------------------------------------------------------
<CAPTION>
Amount
Shares Shares Shares Check of Shares Certificate
Surrendered Tendered Accepted No. Check Returned No. Block No.
----------- -------- -------- ----- ------ -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Gr
--- --- --- --- --- ---
Net
--- --- --- --- --- ---
-----------------------------------------------------------------------------
</TABLE>
Delivery Prepared By ______ Checked By __________ Date ________________
Any questions and requests for assistance may be directed to the
Information Agent at its telephone numbers and location listed below.
Additional copies of the Offer to Purchase, the Letter of Transmittal and the
Notice of Guaranteed Delivery may be obtained from the Information Agent at
its address and telephone numbers set forth below. Holders of Shares may also
contact their broker, dealer, commercial bank or trust company or other
nominee for assistance concerning the Offer.
11
<PAGE>
The Information Agent for the Offer is:
[MacKenzie LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
E-mail: [email protected]
or
Call Toll-Free (800) 322-2885
The Dealer Manager for the Offer is:
Merrill Lynch & Co.
Four World Financial Center
New York, New York 10080
Call Collect: (212) 236-3790
12
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee
(You) to Give the Payer.--Social Security numbers have nine digits separated
by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine
digits separated by only one hyphen: i.e. 00-0000000. The table below will
help determine the number to give the payer. All "Section" references are to
the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
------------------------------------- -------------------------------------
<TABLE>
<CAPTION>
Give the
SOCIAL SECURITY
For this type of account: number of--
-----------------------------------------------
<S> <C>
1. The individual The individual
2. Two or more individuals The actual owner of
(joint or, account) the account if
combined funds, the
first individual on
the account(1)
3. Custodian account of a The Minor(2)
minor (Uniform Gift to
Minors Act)
4.a The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also
trustee)
b So-called trust The actual owner(1)
account that is not a
legal or valid trust
under state law
5. Sole proprietorship The owner(3)
</TABLE>
<TABLE>
<CAPTION>
EMPLOYER
IDENTIFICATION
For this type of account: number of--
-----
<S> <C>
6. A valid trust, estate, The legal entity(4)
or pension trust
7. Corporate The corporation
8. Association, club, The organization
religious, The
organization
charitable,
educational, or other
tax-exempt
organization account
9. Partnership The partnership
10. A broker or registered The broker or
nominee nominee
11. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district, or prison)
that receives
agricultural program
payments
</TABLE>
------------------------------------- -------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your social security
number or your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated in
the account title.)
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you do not have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card, at the local Social Security
Administration office, or Form SS-4, Application for Employer Identification
Number, by calling 1 (800) TAX-FORM, and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from withholding include:
. An organization exempt from tax under section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(2),
if the account satisfies the requirements of Section 401(f)(7).
. The United States or a state thereof, the District of Columbia, a
possession of the United States, or a political subdivision or wholly-
owned agency or instrumentality of any one or more of the foregoing.
. An international organization or any agency or instrumentality thereof.
. A foreign government and any political subdivision, agency or
instrumentality thereof.
Payees that may be exempt from backup withholding include:
. A corporation.
. A financial institution.
. A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An entity registered at all times during the tax year under the investment
Company Act of 1940.
. A middleman known in the investment community as a nominee or custodian.
. A futures commission merchant registered with the Commodity Futures
Trading Commission.
. A foreign central bank of issue.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
. Payments to nonresident aliens subject to withholding under Section 1441.
. Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
. Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
. Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and you
have not provided your correct taxpayer identification number to the
payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER.
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FORM, AND
RETURN TO THE PAYER. ALSO SIGN AND DATE THE FORM.
Privacy Act Notice.--Section 6109 requires you to provide your correct
taxpayer identification number to payers, who must report the payments to the
IRS. The IRS uses the number for identification purposes and may also provide
this information to various government agencies for tax enforcement or
litigation purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
Penalties
(1) Failure to Furnish Taxpayer Identification Number.--If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty
of $50 for each such failure unless your failure is due to reasonable cause
and not to willful neglect.
(2) Civil Penalty for False Information With Respect To Withholding.--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
