<PAGE>
EXHIBIT 99.(a)(1)(ii)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
(together with associated rights)
of
Litton Industries, Inc.
at
$80.00 Net Per Share
Pursuant to the Offer to Purchase
Dated January 5, 2001
of
LII Acquisition Corp.,
a wholly owned subsidiary of
Northrop Grumman Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, FEBRUARY 2, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY
P.O. Box 842010 c/o Securities Transfer and 40 Campanelli Drive
Boston, Massachusetts 02284-2010 Reporting Services, Inc. Braintree, Massachusetts 02184
100 William Street--Galleria
New York, New York 10038
</TABLE>
<TABLE>
<S> <C>
By Facsimile Transmission: By Confirmation Receipt of Facsimile
(for Eligible Institutions
Only) by Telephone Only:
(781) 575-4826 (781) 575-4816
or
(781) 575-4827
</TABLE>
Delivery of this Letter of Transmittal to an address other than as set forth
above, or transmissions of instructions via a facsimile number 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. You must sign this Letter of Transmittal
in the appropriate space provided therefor, with signature guarantee if
required, and complete the substitute form W-9 set forth below. See
Instruction 9.
<TABLE>
<CAPTION>
DESCRIPTION OF COMMON SHARES TENDERED
--------------------------------------------------------------------------------------------------
Common Share Certificate(s) and
Name(s) and address(es) of registered holder(s) Common Share(s) tendered (attach
(Please fill in, if blank, exactly as name(s) appear(s) on additional list if necessary). See
Common Share Certificate(s)) Instruction 3.
--------------------------------------------------------------------------------------------------
Total Number
of Common
Shares Number of
Common Share Represented Common
Certificate by Share(s)
Number(s)* Certificate(s) Tendered**
-------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
<CAPTION>
Total Common
Shares
</TABLE>
* Need not be completed by stockholder delivering by book-entry transfer.
** Unless otherwise indicated it will be assumed that all Common Shares
evidenced by any certificates delivered to the Depositary are being
tendered. See Instruction 4.
<PAGE>
This Letter of Transmittal is to be completed by stockholders, either if
Common Share Certificates (as defined below) are to be forwarded herewith or,
unless an Agent's Message (as defined in the Offer to Purchase, as referred to
below) is utilized, if tenders of Common Shares (as defined below) are to be
made by book-entry transfer into the account of EquiServe Trust Company, as
Depositary (the "Depositary"), at The Depository Trust Company (the "Book-
Entry Transfer Facility") pursuant to the procedures set forth in Section 3 of
the Offer to Purchase. Stockholders who tender Common Shares by book-entry
transfer are referred to herein as "Book-Entry Stockholders." Stockholders
whose Common Share Certificates are not immediately available or who cannot
deliver their Common 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 Common Shares according to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. See
Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Depositary.
SPECIAL TENDER INSTRUCTIONS
[_]CHECK HERE IF COMMON SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE
TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER COMMON SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF COMMON SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING (please enclose a photocopy of such notice of guaranteed
delivery):
Name(s) of Registered Owner(s): ____________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 6
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to LII Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Northrop Grumman
Corporation, a Delaware corporation, the above described shares of common
stock, par value $1.00 per share (together with the associated rights to
purchase preferred stock of Litton Industries, Inc. (the "Company") pursuant
to the Rights Agreement dated as of August 17, 1994 between the Company and
The Bank of New York, the "Common Shares" and the certificates representing
such Common Shares, the "Common Share Certificates") of the Company, at a
price of $80.00 per Common Share, net to the seller in cash, less any required
withholding of taxes and without the payment of interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated January 5,
2001 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and
in this Letter of Transmittal (the "Letter of Transmittal," which, together
with the Offer to Purchase, as each may be amended or supplemented from time
to time, collectively constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Common Shares
tendered herewith in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Purchaser all
right, title and interest in and to all of the Common Shares that are being
tendered hereby and any and all Common Shares or other securities issued, paid
or distributed or issuable, payable or distributable in respect of such Common
Shares on or after January 5, 2001, and prior to the transfer to the name of
Purchaser (or a nominee or transferee of Purchaser) on the Company's stock
transfer records of the Common Shares tendered herewith (collectively, a
"Distribution"), and irrevocably appoints the Depositary the true and lawful
agent, attorney-in-fact and proxy of the undersigned with respect to such
Common Shares (and any Distribution), with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest) to (a) deliver such Common Share Certificates (and any Distribution)
or transfer ownership of such Common Shares (and any Distribution) on the
account books maintained by the Book-Entry Transfer Facility, together, in
either case, with appropriate evidences of transfer, to the Depositary for the
account of Purchaser, (b) present such Common Shares (and any Distribution)
for transfer on the books of the Company, and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Common Shares
(and any Distribution), all in accordance with the terms and subject to the
conditions of the Offer.
The undersigned irrevocably appoints designees of Purchaser as such
undersigned's agents, attorneys-in-fact and proxies, with full power of
substitution, to the full extent of the undersigned's rights with respect to
the Common Shares (and any Distribution) tendered by the undersigned and
accepted for payment by Purchaser. All such powers of attorney and proxies
shall be considered irrevocable and coupled with an interest. Such appointment
will be effective when, and only to the extent that, Purchaser accepts such
Common Shares for payment. Upon such acceptance for payment, all prior powers
of attorney, proxies and consents given by the undersigned with respect to
such Common Shares (and any Distribution) will be revoked without further
action, and no subsequent powers of attorney and proxies may be given nor any
subsequent written consents executed (and, if given or executed, will not be
deemed effective). The designees of Purchaser will, with respect to the Common
Shares (and any Distribution) for which such appointment is effective, be
empowered to exercise all voting and other rights of the undersigned as they
in their sole discretion may deem proper at any annual or special meeting of
Company stockholders or any adjournment or postponement thereof, by written
consent in lieu of any such meeting or otherwise. Purchaser reserves the right
to require that, in order for the Common Shares to be deemed validly tendered,
immediately upon Purchaser's acceptance of such Common Shares, Purchaser must
be able to exercise full voting rights with respect to such Common Shares (and
any Distribution), including, without limitation, voting at any meeting of
stockholders.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the
undersigned's Common Shares (and any Distribution) tendered hereby, and (b)
when the Common Shares are accepted for payment by Purchaser, Purchaser will
acquire good, marketable and unencumbered title to the Common Shares (and any
Distribution), free and clear of all liens, restrictions, charges and
encumbrances, and the same will not be subject to any adverse claim and will
not have been transferred to Purchaser in violation of any contractual or
other
3
<PAGE>
restriction on the transfer thereof. The undersigned, upon request, will
execute and deliver any additional documents deemed by the Depositary or
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Common Shares (and any Distribution) tendered hereby. In
addition, the undersigned shall promptly remit and transfer to the Depositary
for the account of Purchaser any and all Distributions in respect of the
Common Shares tendered hereby, accompanied by appropriate documentation of
transfer, and, pending such remittance or appropriate assurance thereof,
Purchaser will be, subject to applicable law, entitled to all rights and
privileges as the owner of any such Distribution and may withhold the entire
purchase price or deduct from the purchase price the amount or value thereof,
as determined by Purchaser, in its sole discretion.
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.
Tenders of Common Shares made pursuant to the Offer are irrevocable, except
that Common Shares tendered pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date, and, unless theretofore accepted for payment by
the Purchaser pursuant to the Offer, may also be withdrawn at any time after
Tuesday, March 6, 2001. See Section 4 of the Offer to Purchase.
The undersigned understands that tenders of Common Shares pursuant to any of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions set
forth in the Offer, including the undersigned's representation that the
undersigned owns the Common Shares being tendered.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or issue or return any
certificate(s) for Common Shares not tendered or not accepted for payment in
the name(s) of the registered holder(s) appearing under "Description of Common
Shares Tendered." Similarly, unless otherwise indicated herein under "Special
Delivery Instructions," please mail the check for the purchase price and/or
any Common Share Certificate(s) not tendered or not accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing under "Description of Common Shares Tendered." In the
event that both the "Special Delivery Instructions" and the "Special Payment
Instructions" are completed, please issue the check for the purchase price
and/or any Common Share Certificate(s) not tendered or accepted for payment in
the name of, and deliver such check and/or such Common Share Certificates to,
the person or persons so indicated. Unless otherwise indicated herein under
"Special Payment Instructions," please credit any Common Shares tendered
herewith by book-entry transfer that are not accepted for payment by crediting
the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that Purchaser has no obligation, pursuant to the
Special Payment Instructions, to transfer any Common Shares from the name(s)
of the registered holder(s) thereof if Purchaser does not accept for payment
any of the Common Shares so tendered.
[_]CHECK HERE IF ANY COMMON SHARE CERTIFICATES REPRESENTING COMMON SHARES THAT
YOU OWN HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 11.
Number of Common Shares represented by lost, stolen or destroyed Common
Share Certificates:
* YOU MUST CONTACT THE TRANSFER AGENT TO HAVE ALL LOST COMMON SHARE
--------------
CERTIFICATES REPLACED IF YOU WANT TO TENDER SUCH COMMON SHARES. SEE
PARAGRAPH 11 OF THE ATTACHED INSTRUCTIONS FOR CONTACT INFORMATION FOR THE
TRANSFER AGENT.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if Common To be completed ONLY if Common
Share Certificate(s) not tendered Share Certificate(s) not tendered
or not accepted for payment or not accepted for payment
and/or the check for the purchase and/or the check for the purchase
price of Common Shares accepted price of Common Shares accepted
for payment are to be issued in for payment are to be issued in
the name of someone other than the name of someone other than
the undersigned or if Common the undersigned or to the
Shares tendered by book-entry undersigned at an address other
transfer that are not accepted than that shown above.
for payment are to be returned by
credit to an account maintained
at the Book-Entry Transfer
Facility other than that
designated above.
Issue [_] Check Issue [_] Check
[_] Common Share [_] Common Share
Certificate(s) to: Certificate(s) to:
Name: ____________________________ Name: ____________________________
(Please Print) (Please Print)
Address: _________________________ Address: _________________________
__________________________________ __________________________________
__________________________________ __________________________________
(Include Zip Code) (Include Zip Code)
__________________________________ __________________________________
(Tax Identification or Social (Tax Identification or Social
Security No.) Security No.)
(See Substitute Form W-9 Included (See Substitute Form W-9 Included
Herein) Herein)
[_]Credit Common Shares tendered
by book-entry transfer that
are not accepted for payment
to Depositary to the account
set forth below:
__________________________________
__________________________________
(Depositary Account Number)
5
<PAGE>
SIGN HERE
AND COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Signature(s) of Holder(s)
(See guarantee requirement below)
Dated: ____________ , 2001
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Common Share Certificate(s). If signed by person(s) to whom the Common
Shares represented hereby have been assigned or transferred as evidenced by
endorsement or stock powers transmitted herewith, the signatures must be
guaranteed. If signature is by an officer on behalf of a corporation or by
an executor, administrator, trustee, guardian, attorney, agent or any other
person acting in a fiduciary or representative capacity, please provide the
following information. See Instructions 2, 3 and 5.)
Name(s): ___________________________________________________________________
----------------------------------------------------------------------------
(Please Print)
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Zip Code)
Area Code and Telephone Number: ____________________________________________
Tax Identification or Social Security Number: ______________________________
============================================================================
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1, 2 AND 5)
Authorized Signature: ______________________________________________________
Name: ______________________________________________________________________
(Please Print)
Capacity (full title): _____________________________________________________
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(Zip Code)
Area Code and Telephone Number: ____________________________________________
Dated: ______________________________________________________________ , 2001
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal if: (a) this Letter of Transmittal is signed by the
registered holder(s) of Common 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 Common
Shares) tendered herewith, unless such holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions," or (b) such Common Shares are tendered for the account of a
firm which is a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing 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 Medallion Signature
Program (MSP), or any other "eligible guarantor institution" (as defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934) (each of the
foregoing, an "Eligible Institution"'). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5 of this Letter of Transmittal.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders either if Common Share Certificates are to be forwarded herewith
or, unless an Agent's Message is utilized, if tenders are to be made pursuant
to the procedure for tender by book-entry transfer set forth in Section 3 of
the Offer to Purchase. Common Share Certificates evidencing tendered Common
Shares, or timely confirmation (a "Book-Entry Confirmation") of a book-entry
transfer of Common Shares into the Depositary's account at the Book-Entry
Transfer Facility, as well as this Letter of Transmittal (or a facsimile
hereof), properly completed and duly executed, with any required signature
guarantees, or an Agent's Message in connection with a book-entry transfer,
and any other documents required by this Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth herein on or
prior to the Expiration Date. Stockholders whose Common Share Certificates are
not immediately available or who cannot deliver their Common Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date or who cannot complete the procedure for delivery by book-
entry transfer on a timely basis may tender their Common Shares by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (a) such tender must be made by or through an
Eligible Institution; (b) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by Purchaser,
must be received by the Depositary on or prior to the Expiration Date; and (c)
the Common Share Certificates (or a Book-Entry Confirmation) representing all
tendered Common Shares in proper form for transfer, in each case, together
with this Letter of Transmittal (or a facsimile thereof), properly completed
and duly executed, with any required signature guarantees (or, in the case of
a book-entry delivery, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary within three
New York Stock Exchange trading days after the date of execution of such
Notice of Guaranteed Delivery. If Common Share Certificates are forwarded
separately in multiple deliveries to the Depositary, a properly completed and
duly executed Letter of Transmittal (or a facsimile thereof) must accompany
each such delivery.
The method of delivery of this Letter of Transmittal, Common Share
Certificates and all other required documents, including delivery through the
Book-Entry Transfer Facility, is at the option and risk of the tendering
stockholder, and the delivery will be deemed made only when actually received
by the Depositary (including, in the case of book-entry transfer, by Book-
Entry Confirmation). If delivery is by mail, registered mail with return
receipt requested and properly insured is recommended. In all cases,
sufficient time should be allowed to ensure timely delivery. No alternative,
conditional or contingent tenders will be accepted and no fractional Common
Shares will be purchased. All tendering stockholders, by execution of this
Letter of Transmittal (or a facsimile hereof if by an Eligible Institution),
waive any right to receive any notice of the acceptance of their Common Shares
for payment.
3. Inadequate Space. If the space provided herein is inadequate, the Common
Share Certificate numbers and/or the number of Common Shares and any other
required information should be listed on a separate signed schedule attached
hereto.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the Common Shares evidenced by any Common Share
Certificate submitted are to be tendered, fill in the number of Common
7
<PAGE>
Shares which are to be tendered in the box entitled "Number of Common Shares
Tendered" in the "Description of Common Shares Tendered." In such cases, new
Common Share Certificates for the Common Shares that were evidenced by your
old Common Share Certificates, but were not tendered by you, will be sent to
you, unless otherwise provided in the appropriate box on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Common
Shares represented by Common Share Certificates delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Common
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Common Share Certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Common Shares tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal. If
any of the tendered Common Shares are registered in different names on several
Common Share Certificates, it will be necessary to complete, sign and submit
as many separate Letters of Transmittal as there are different registrations
of Common Share Certificates.
If this Letter of Transmittal or any Common Share Certificates or stock
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to Purchaser of their authority so to act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Common Shares listed and transmitted hereby, no endorsements of Common Share
Certificates or separate stock powers are required unless payment is to be
made to, or Common Share Certificates for Common Shares not tendered or not
purchased are to be issued in the name of, a person other than the registered
holder(s). In such latter case, signatures on such Common Share Certificates
or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Common Share Certificate(s) listed, the Common
Share Certificate(s) must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered
holder(s) appear on the Common Share Certificate(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
Purchaser will pay any stock transfer taxes with respect to the transfer and
sale of Common Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if Common Share
Certificates for Common Shares not tendered or accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or
if tendered Common Share Certificates are registered in the name of any person
other than the person(s) signing this Letter of Transmittal, the amount of any
stock transfer taxes (whether imposed on the registered holder(s) or such
person) 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 an exemption therefrom is submitted. Except as otherwise provided in
this Instruction 6, it will not be necessary for transfer tax stamps to be
affixed to the Common Share Certificate(s) listed in this Letter of
Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or Common Share Certificates for Common Shares not tendered
or not accepted for payment are to be issued or returned to, a person other
than the signer of this Letter of Transmittal or if a check and/or such Common
Share Certificates are to be returned to a person other than the person(s)
signing this Letter of Transmittal or to an address other than that shown in
this Letter of Transmittal, the appropriate boxes on this Letter of
Transmittal must be completed. A Book-Entry Stockholder may request that
Common Shares not accepted for payment be credited to such account maintained
at the Book-Entry Transfer Facility as such Book-Entry Stockholder may
designate under "Special Payment Instructions." If no such instructions are
given, such Common Shares not accepted for payment will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.
8. Waiver of Conditions. Subject to the terms and conditions of the
Agreement and Plan of Merger (as defined in the Offer to Purchase), the
conditions of the Offer may be waived by Purchaser in whole or in part at any
time and from time to time in its sole discretion.
8
<PAGE>
9. 31% Backup Withholding; Substitute Form W-9. Under U.S. federal income
tax law, a stockholder whose tendered Common Shares are accepted for payment
pursuant to the Offer may be subject to backup withholding at a rate of 31%.
To prevent backup withholding on any payment made to a stockholder pursuant to
the Offer, the stockholder is required to notify the Depositary of the
stockholder's current taxpayer identification number ("TIN") by completing the
enclosed Substitute Form W-9, certifying that the TIN provided on that form is
correct (or that such stockholder is awaiting a TIN), and that (i) the
stockholder has not been notified by the Internal Revenue Service that the
stockholder is subject to backup withholding as a result of failure to report
all interest or dividends or (ii) after being so notified, the Internal
Revenue Service has notified the stockholder that the stockholder is no longer
subject to backup withholding. If the Depositary is not provided with the
correct TIN, such stockholder may be subject to a $50 penalty imposed by the
Internal Revenue Service and payments that are made to such stockholder with
respect to Common Shares pursuant to the Offer may be subject to backup
withholding (see below).
Each stockholder is required to give the Depositary the TIN (e.g., Social
Security number or employer identification number) of the record holder of the
Common Shares. If the Common Shares are registered in more than one name or
are not registered in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report. A stockholder who
does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if
such stockholder has applied for a number or intends to apply for a TIN in the
near future. If the box in Part 3 is checked, the stockholder must also
complete the "Certificate of Awaiting Taxpayer Identification Number" below in
order to avoid backup withholding. If the box is checked, payments made will
be subject to backup withholding unless the stockholder has furnished the
Depositary with his or her TIN by the time payment is made. A stockholder who
checks the box in Part 3 in lieu of furnishing such stockholder's TIN should
furnish the Depositary with such stockholder's TIN as soon as it is received.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
To avoid possible erroneous backup withholding, a stockholder who is exempt
from backup withholding should complete the Substitute Form W-9 by providing
his or her correct TIN, signing and dating the form, and writing exempt on the
face of the form. A stockholder who is a foreign individual or a foreign
entity should also submit to the Depositary a properly completed Form W-8,
Certificate of Foreign Status (which the Depositary will provide upon
request), signed under penalty of perjury, attesting to the stockholder's
exempt status. Stockholders are urged to consult their own tax advisors to
determine whether they are exempt from these backup withholding and reporting
requirements.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments to be made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained by filing a tax
return with the Internal Revenue Service. The Depositary cannot refund amounts
withheld by reason of backup withholding.
10. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase, this Letter of Transmittal and the Notice of
Guaranteed Delivery also may be obtained from the Information Agent or from
brokers, dealers, commercial banks or trust companies.
11. Lost, Destroyed or Stolen Certificates. If any Common Share Certificate
has been lost, destroyed or stolen, the stockholder should promptly notify the
Transfer Agent at (800) 432-0140. The stockholder then will be instructed as
to the steps that must be taken in order to replace the Common Share
Certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed Common Share
Certificates have been followed.
Important: This Letter of Transmittal (or a facsimile hereof), together with
Common Share Certificates or confirmation of book-entry transfer or the Notice
of Guaranteed Delivery, and all other required documents, must be received by
the Depositary on or prior to the Expiration Date.
9
<PAGE>
EQUISERVE TRUST COMPANY
-------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR Social Security Number
Form W-9 TIN IN THE BOX AT THE RIGHT OR
AND CERTIFY BY SIGNING AND Employer Identification
DATING BELOW Number
Department of ----------------------
the Treasury
Internal Revenue
Service
EquiServe Trust
Company's Request for
Taxpayer Identification
Number ("TIN")
Part 2--Certificate--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
(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) after
being so notified, the IRS has notified me that I am no longer subject
to backup withholding.
-------------------------------------------------------------------------------
Certification Instructions--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that your are no
longer subject to backup withholding, do not cross out such item (2).
-------------------------------------------------------------------------------
[_] Part 3--
Signature :__________________________________________ Awaiting TIN
Name: ________________________ Date :_______________
Address: ____________________________________________
(Please Print)
_______________________________________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF SUBSTITUTE FORM W-9.
_______________________________________________________________________________
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (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 by the
time of payment, 31% of all reportable payments made to me will be withheld.
Signature :_______________________ Date :_____________ , 2001
_______________________________________________________________________________
10
<PAGE>
Questions and requests for assistance may be directed to the Information
Agent or Dealer Manager at their respective addresses and telephone numbers
set forth below. Additional copies of the Offer to Purchase, this Letter of
Transmittal or other related tender offer materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust
companies.
The Information Agent for the Offer is:
[LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS INC.]
17 State Street, 10th floor
New York, New York 10004
Bankers and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
Salomon Smith Barney
388 Greenwich Street
New York, New York 10013
Call Toll Free: (877) 319-4978
<PAGE>
LETTER OF TRANSMITTAL
To Tender Shares of Series B $2 Cumulative Preferred Stock
of
Litton Industries, Inc.
at
$35.00 Net Per Share
Pursuant to the Offer to Purchase Dated January 5, 2001
of
LII Acquisition Corp.,
a wholly owned subsidiary of
Northrop Grumman Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME,
ON FRIDAY, FEBRUARY 2, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY EQUISERVE TRUST COMPANY
P.O. Box 842010 c/o Securities Transfer and 40 Campanelli Drive
Boston, Massachusetts Reporting Services, Inc. Braintree, Massachusetts
02284-2010 100 William Street--Galleria 02184
New York, New York 10038
</TABLE>
<TABLE>
<S> <C>
By Facsimile Transmission: By Confirmation Receipt of Facsimile
(for Eligible Institutions Only) by Telephone Only:
(781) 575-4826 (781) 575-4816
or
(781) 575-4827
</TABLE>
Delivery of this Letter of Transmittal to an address other than as set forth
above, or transmissions of instructions via a facsimile number 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. You must sign this Letter of Transmittal
in the appropriate space provided therefor, with signature guarantee if
required, and complete the substitute form W-9 set forth below. See
Instruction 9.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
DESCRIPTION OF PREFERRED SHARES TENDERED
--------------------------------------------------------------------------------------------
Preferred Share Certificate(s)
Name(s) and Address(es) of Registered Holder(s) and Preferred Shares Tendered
(Please fill in, if blank, exactly as name(s) (Attach additional signed list if
appear(s) on Preferred Share Certificate(s)) necessary) See Instruction 3.
--------------------------------------------------------------------------------------------
Total Number
of Preferred
Preferred Shares Number of
Share Represented Preferred
Certificate by Shares
Number(s)* Certificate(s) Tendered**
-------------------------------------------
<S> <C> <C> <C>
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
Total
Preferred
Shares
--------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by stockholder delivering by book-entry transfer.
** Unless otherwise indicated it will be assumed that all Preferred Shares
evidenced by any certificates delivered to the Depositary are being
tendered. See Instruction 4.
<PAGE>
This Letter of Transmittal is to be completed by stockholders, either if
Preferred Share Certificates (as defined below) are to be forwarded herewith
or, unless an Agent's Message (as defined in the Offer to Purchase, as
referred to below) is utilized, if tenders of Preferred Shares (as defined
below) are to be made by book-entry transfer into the account of EquiServe
Trust Company, as Depositary (the "Depositary"), at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in Section 3 of the Offer to Purchase. Stockholders who tender Preferred
Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders." Stockholders whose Preferred Share Certificates are not
immediately available or who cannot deliver their Preferred 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
Preferred Shares according to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS
TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
SPECIAL TENDER INSTRUCTIONS
[_]CHECK HERE IF PREFERRED SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER PREFERRED SHARES BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution: ______________________________________________
Account Number: _____________________________________________________________
Transaction Code Number: ____________________________________________________
[_]CHECK HERE IF PREFERRED SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING (please enclose a photocopy of such notice of guaranteed
delivery):
Name of Registered Owner(s): ________________________________________________
Window Ticket Number (if any): ______________________________________________
Date of Execution of Notice of Guaranteed Delivery: _________________________
Name of Institution that Guaranteed Delivery: _______________________________
Account Number: _____________________________________________________________
Transaction Code Number: ____________________________________________________
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 6
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to LII Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Northrop Grumman
Corporation, a Delaware corporation, the above described shares of Series B $2
Cumulative Preferred Stock, par value $5.00 per share (the "Preferred Shares"
and the certificates representing such Preferred Shares, the "Preferred Share
Certificates") of Litton Industries, Inc., a Delaware corporation (the
"Company"), at a price of $35.00 per Preferred Share, net to the seller in
cash, less any required withholding of taxes and without the payment of
interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated January 5, 2001 (the "Offer to Purchase"), receipt of which
is hereby acknowledged, and in this Letter of Transmittal (the "Letter of
Transmittal," which, together with the Offer to Purchase, as each may be
amended or supplemented from time to time, collectively constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of the Preferred
Shares tendered herewith in accordance with the terms of the Offer, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
Purchaser all right, title and interest in and to all of the Preferred Shares
that are being tendered hereby and any and all Preferred Shares or other
securities issued, paid or distributed or issuable, payable or distributable
in respect of such Preferred Shares on or after January 5, 2001, 2001, and
prior to the transfer to the name of Purchaser (or a nominee or transferee of
Purchaser) on the Company's stock transfer records of the Preferred Shares
tendered herewith (collectively, a "Distribution"), and irrevocably appoints
the Depositary the true and lawful agent, attorney-in-fact and proxy of the
undersigned with respect to such Preferred Shares (and any Distribution), with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to (a) deliver such Preferred
Share Certificates (and any Distribution) or transfer ownership of such
Preferred Shares (and any Distribution) on the account books maintained by the
Book-Entry Transfer Facility, together, in either case, with appropriate
evidences of transfer, to the Depositary for the account of Purchaser,
(b) present such Preferred Shares (and any Distribution) for transfer on the
books of the Company, and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Preferred Shares (and any
Distribution), all in accordance with the terms and subject to the conditions
of the Offer.
The undersigned irrevocably appoints designees of Purchaser as such
undersigned's agents, attorneys-in-fact and proxies, with full power of
substitution, to the full extent of the undersigned's rights with respect to
the Preferred Shares (and any Distribution) tendered by the undersigned and
accepted for payment by Purchaser. All such powers of attorney and proxies
shall be considered irrevocable and coupled with an interest. Such appointment
will be effective when, and only to the extent that, Purchaser accepts such
Preferred Shares for payment. Upon such acceptance for payment, all prior
powers of attorney, proxies and consents given by the undersigned with respect
to such Preferred Shares (and any Distribution) will be revoked without
further action, and no subsequent powers of attorney and proxies may be given
nor any subsequent written consents executed (and, if given or executed, will
not be deemed effective). The designees of Purchaser will, with respect to the
Preferred Shares (and any Distribution) for which such appointment is
effective, be empowered to exercise all voting and other rights of the
undersigned as they in their sole discretion may deem proper at any annual or
special meeting of Company stockholders or any adjournment or postponement
thereof, by written consent in lieu of any such meeting or otherwise.
Purchaser reserves the right to require that, in order for the Preferred
Shares to be deemed validly tendered, immediately upon Purchaser's acceptance
of such Preferred Shares, Purchaser must be able to exercise full voting
rights with respect to such Preferred Shares (and any Distribution),
including, without limitation, voting at any meeting of stockholders.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the
undersigned's Preferred Shares (and any Distribution) tendered hereby, and (b)
when the Preferred Shares are accepted for payment by Purchaser, Purchaser
will acquire good, marketable and unencumbered title to the Preferred Shares
(and any Distribution), free and clear of all liens, restrictions, charges and
encumbrances, and the same will not be subject to any adverse claim and will
not have been transferred to Purchaser in violation of any contractual or
other restriction on the transfer thereof. The undersigned, upon request, will
execute and deliver any additional documents deemed
3
<PAGE>
by the Depositary or Purchaser to be necessary or desirable to complete the
sale, assignment and transfer of the Preferred Shares (and any Distribution)
tendered hereby. In addition, the undersigned shall promptly remit and
transfer to the Depositary for the account of Purchaser any and all
Distributions in respect of the Preferred Shares tendered hereby, accompanied
by appropriate documentation of transfer, and, pending such remittance or
appropriate assurance thereof, Purchaser will be, subject to applicable law,
entitled to all rights and privileges as the owner of any such Distribution
and may withhold the entire purchase price or deduct from the purchase price
the amount or value thereof, as determined by Purchaser, in its sole
discretion.
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.
Tenders of Preferred Shares made pursuant to the Offer are irrevocable,
except that Preferred Shares tendered pursuant to the Offer may be withdrawn
at any time prior to the Expiration Date, and, unless theretofore accepted for
payment by the Purchaser pursuant to the Offer, may also be withdrawn at any
time after Tuesday, March 6, 2001. See Section 4 of the Offer to Purchase.
The undersigned understands that tenders of Preferred Shares pursuant to any
of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions set
forth in the Offer, including the undersigned's representation that the
undersigned owns the Preferred Shares being tendered.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or issue or return any
certificate(s) for Preferred Shares not tendered or not accepted for payment
in the name(s) of the registered holder(s) appearing under "Description of
Preferred Shares Tendered." Similarly, unless otherwise indicated herein under
"Special Delivery Instructions," please mail the check for the purchase price
and/or any Preferred Share Certificate(s) not tendered or not accepted for
payment (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "Description of Preferred Shares
Tendered." In the event that both the "Special Delivery Instructions" and the
"Special Payment Instructions" are completed, please issue the check for the
purchase price and/or any Preferred Share Certificate(s) not tendered or
accepted for payment in the name of, and deliver such check and/or such
Preferred Share Certificates to, the person or persons so indicated. Unless
otherwise indicated herein under "Special Payment Instructions," please credit
any Perferred Shares tendered herewith by book-entry transfer that are not
accepted for payment by crediting the account at the Book-Entry Transfer
Facility designated above. The undersigned recognizes that Purchaser has no
obligation, pursuant to the Special Payment Instructions, to transfer any
Preferred Shares from the name(s) of the registered holder(s) thereof if
Purchaser does not accept for payment any of the Preferred Shares so tendered.
[_]CHECK HERE IF ANY PREFERRED SHARE CERTIFICATES REPRESENTING PREFERRED
SHARES THAT YOU OWN HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION
11.
Number of Preferred Shares represented by lost, stolen or destroyed Preferred
Share Certificates: ____________________________
* YOU MUST CONTACT THE TRANSFER AGENT TO HAVE ALL LOST PREFERRED SHARE
--------------
CERTIFICATES REPLACED IF YOU WANT TO TENDER SUCH PREFERRED SHARES. SEE
PARAGRAPH 11 OF THE ATTACHED INSTRUCTIONS FOR CONTACT INFORMATION FOR THE
TRANSFER AGENT.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6, and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if To be completed ONLY if
Preferred Share Certificate(s) Preferred Share Certificate(s)
not tendered or not accepted for not tendered or not accepted for
payment and/or the check for the payment and/or the check for the
purchase price of Preferred purchase price of Preferred
Shares accepted for payment are Shares accepted for payment are
to be issued in the name of to be issued in the name of
someone other than the someone other than the
undersigned or if Preferred undersigned or to the undersigned
Shares tendered by book-entry at an address other than that
transfer that are not accepted shown above.
for payment are to be returned by
credit to an account maintained
at the Book-Entry Transfer
Facility other than that
designated above.
Issue [_] Check and/or [_] Preferred
Shar Certificate(s) to:
Name: ____________________________
(Please Print)
Issue [_] Check and/or [_] Preferred Address: _________________________
Share Certificate(s) to:
__________________________________
__________________________________
Name: ____________________________ __________________________________
(Please Print)
__________________________________
Address: _________________________ (Include Zip Code)
_____________________________ __________________________________
(Tax Identification or Social
_____________________________ Security No.)
(Include Zip Code)
__________________________________ (See Substitute Form W-9 Included
(Tax Identification or Social Herein)
Security No.)
(See Substitute Form W-9 Included
Herein)
[_]Credit Preferred Shares
tendered by book-entry transfer
that are not accepted for payment
to Depositary to the account set
forth below:
__________________________________
__________________________________
(Depositary Account Number)
5
<PAGE>
SIGN HERE
(And Complete Accompanying Substitute Form W-9)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Signature(s) of Holder(s)
(See guarantee requirement below)
Dated: ______________________________________________________________ , 2001
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Preferred Share Certificate(s). If signed by person(s) to whom the
Preferred Shares represented hereby have been assigned or transferred as
evidenced by endorsement or stock powers transmitted herewith, the
signatures must be guaranteed. If signature is by an officer on behalf of a
corporation or by an executor, administrator, trustee, guardian, attorney,
agent or any other person acting in a fiduciary or representative capacity,
please provide the following information. (See Instructions 2, 3 and 5.)
Name(s): ___________________________________________________________________
____________________________________________________________________________
(Please Print)
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
(Zip Code)
Area Code and Telephone No.: _______________________________________________
Tax Identification or Social Security No.: _________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1, 2 And 5)
Authorized Signature: ______________________________________________________
Name: ______________________________________________________________________
(Please Print)
Capacity (full title): _____________________________________________________
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Zip Code)
Area Code and Telephone No.: _______________________________________________
Dated: ______________________________________________________________ , 2001
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal if: (a) this Letter of Transmittal is signed by the
registered holder(s) of Preferred 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 Preferred
Shares) tendered herewith, unless such holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions," or (b) such Preferred Shares are tendered for the account of a
firm which is a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing 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 Medallion Signature
Program (MSP), or any other "eligible guarantor institution" (as defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934) (each of the
foregoing, an "Eligible Institution"'). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5 of this Letter of Transmittal.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders either if Preferred Share Certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if tenders are to be made
pursuant to the procedure for tender by book-entry transfer set forth in
Section 3 of the Offer to Purchase. Preferred Share Certificates evidencing
tendered Preferred Shares, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of Preferred Shares into the
Depositary's account at the Book-Entry Transfer Facility, as well as this
Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, and any other documents required by
this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date. Stockholders
whose Preferred Share Certificates are not immediately available or who cannot
deliver their Preferred Share Certificates and all other required documents to
the Depositary on or prior to the Expiration Date or who cannot complete the
procedure for delivery by book-entry transfer on a timely basis may tender
their Preferred Shares by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such
tender must be made by or through an Eligible Institution; (b) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in
the form made available by Purchaser, must be received by the Depositary on or
prior to the Expiration Date; and (c) the Preferred Share Certificates (or a
Book-Entry Confirmation) representing all tendered Preferred Shares in proper
form for transfer, in each case, together with this Letter of Transmittal (or
a facsimile thereof), properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry delivery, an Agent's
Message) and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three New York Stock Exchange trading
days after the date of execution of such Notice of Guaranteed Delivery. If
Preferred Share Certificates are forwarded separately in multiple deliveries
to the Depositary, a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) must accompany each such delivery.
The method of delivery of this Letter of Transmittal, Preferred Share
Certificates and all other required documents, including delivery through the
Book-Entry Transfer Facility, is at the option and risk of the tendering
stockholder, and the delivery will be deemed made only when actually received
by the Depositary (including, in the case of book-entry transfer, by Book-
Entry Confirmation). If delivery is by mail, registered mail with return
receipt requested and properly insured is recommended. In all cases,
sufficient time should be allowed to ensure timely delivery. No alternative,
conditional or contingent tenders will be accepted and no fractional Preferred
Shares will be purchased. All tendering stockholders, by execution of this
Letter of Transmittal (or a facsimile hereof if by an Eligible Institution),
waive any right to receive any notice of the acceptance of their Preferred
Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
Preferred Share Certificate numbers and/or the number of Preferred Shares and
any other required information should be listed on a separate signed schedule
attached hereto.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the Preferred Shares evidenced by any Preferred
Share Certificate submitted are to be tendered, fill in the number of
Preferred
7
<PAGE>
Shares which are to be tendered in the box entitled "Number of Preferred
Shares Tendered" in the "Description of Preferred Shares Tendered." In such
cases, new Preferred Share Certificates for the Preferred Shares that were
evidenced by your old Preferred Share Certificates, but were not tendered by
you, will be sent to you, unless otherwise provided in the appropriate box on
this Letter of Transmittal, as soon as practicable after the Expiration Date.
All Preferred Shares represented by Preferred Share Certificates delivered to
the Depositary will be deemed to have been tendered unless otherwise
indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the
Preferred Shares tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the Preferred Share Certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Preferred Shares tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal. If
any of the tendered Preferred Shares are registered in different names on
several Preferred Share Certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations of Preferred Share Certificates.
If this Letter of Transmittal or any Preferred Share Certificates or stock
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to Purchaser of their authority so to act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Preferred Shares listed and transmitted hereby, no endorsements of Preferred
Share Certificates or separate stock powers are required unless payment is to
be made to, or Preferred Share Certificates for Preferred Shares not tendered
or not purchased are to be issued in the name of, a person other than the
registered holder(s). In such latter case, signatures on such Preferred Share
Certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Preferred Share Certificate(s) listed, the
Preferred Share Certificate(s) must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the registered
holder(s) appear on the Preferred Share Certificate(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
Purchaser will pay any applicable stock transfer taxes with respect to the
transfer and sale of Preferred Shares to it or its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
Preferred Share Certificates for Preferred Shares not tendered or accepted for
payment are to be registered in the name of, any person other than the
registered holder(s), or if tendered Preferred Share Certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such person) payable on account of the transfer
to such person will be deducted from the purchase price, if applicable, unless
satisfactory evidence of the payment of such taxes or an exemption therefrom
is submitted. Except as otherwise provided in this Instruction 6, it will not
be necessary for transfer tax stamps to be affixed to the Preferred Share
Certificate(s) listed in this Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or Preferred Share Certificates for Preferred Shares not
tendered or not accepted for payment are to be issued or returned to, a person
other than the signer of this Letter of Transmittal or if a check and/or such
Preferred Share Certificates are to be returned to a person other than the
person(s) signing this Letter of Transmittal or to an address other than that
shown in this Letter of Transmittal, the appropriate boxes on this Letter of
Transmittal must be completed. A Book-Entry Stockholder may request that
Preferred Shares not accepted for payment be credited to such account
maintained at the Book-Entry Transfer Facility as such Book-Entry Stockholder
may designate under "Special Payment Instructions." If no such instructions
are given, such Preferred Shares not accepted for payment will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.
8. Waiver of Conditions. Subject to the terms and conditions of the
Agreement and Plan of Merger (as defined in the Offer to Purchase), the
conditions of the Offer may be waived by Purchaser in whole or in part at any
time and from time to time in its sole discretion.
8
<PAGE>
9. 31% Backup Withholding; Substitute Form W-9. Under U.S. federal income
tax law, a stockholder whose tendered Preferred Shares are accepted for
payment pursuant to the Offer is required to provide the Depositary with such
stockholder's correct taxpayer identification number ("TIN") on Substitute
Form W-9 and to certify that the TIN provided on Substitute Form W-9 is
correct (or that such stockholder is awaiting a TIN). If such stockholder is
an individual, the TIN is his or her social security number. If the Depositary
is not provided with the correct TIN, such stockholder may be subject to a $50
penalty imposed by the Internal Revenue Service and payments that are made to
such stockholder with respect to Preferred Shares pursuant to the Offer may be
subject to backup withholding (see below).
A stockholder who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if such stockholder has applied for a number or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder must also complete the "Certificate of Awaiting Taxpayer
Identification Number" below in order to avoid backup withholding. If the box
is checked, payments made will be subject to backup withholding unless the
stockholder has furnished the Depositary with his or her TIN within 60 days. A
stockholder who checks the box in Part 3 in lieu of furnishing such
stockholder's TIN should furnish the Depositary with such stockholder's TIN as
soon as it is received.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
In order for a foreign individual to qualify as an exempt recipient, that
stockholder must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status (Form W-8). Forms for such
statements can be obtained from the Depositary. Stockholders are urged to
consult their own tax advisors to determine whether they are exempt from these
backup withholding and reporting requirements.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments to be made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained by filing a tax
return with the Internal Revenue Service. The Depositary cannot refund amounts
withheld by reason of backup withholding.
10. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase, this Letter of Transmittal and the Notice of
Guaranteed Delivery also may be obtained from the Information Agent or from
brokers, dealers, commercial banks or trust companies.
11. Lost, Destroyed or Stolen Certificates. If any Preferred Share
Certificate has been lost, destroyed or stolen, the stockholder should
promptly notify the Transfer Agent at (800) 432-0140. The stockholder then
will be instructed as to the steps that must be taken in order to replace the
Preferred Share Certificate. This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost or destroyed
Preferred Share Certificates have been followed.
Important: This Letter of Transmittal (or a facsimile hereof), together with
Preferred Share Certificates or confirmation of book-entry transfer or the
Notice of Guaranteed Delivery, and all other required documents, must be
received by the Depositary on or prior to the Expiration Date.
9
<PAGE>
EQUISERVE TRUST COMPANY:
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR Social Security Number
Form W-9 TIN IN THE BOX AT RIGHT AND OR
Department of CERTIFY BY SIGNING AND Employer Identification
the Treasury DATING BELOW. Number
Internal Revenue
Service ----------------------
EquiServe Trust Company's
Request for Taxpayer
Identification Number ("TIN")
-------------------------------------------------------------------------------
Part 2--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
(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (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 (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of under-reporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that your are no
longer subject to backup withholding, do not cross out such item (2).
-------------------------------------------------------------------------------
[_] Part 3--
SIGNATURE: ___________________ Awaiting TIN
NAME: ________________________ DATE: ______ , 2001
(Please Print)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
________________________________________________________________________________
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (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 by the
time of payment, 31% of all reportable payments made to me will be withheld.
Signature: _______________________ Date: _____________ , 2001
________________________________________________________________________________
10
<PAGE>
Questions and requests for assistance may be directed to the Information
Agent or Dealer Manager at their respective addresses and telephone numbers
set forth below. Additional copies of the Offer to Purchase, this Letter of
Transmittal or other related tender offer materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust
companies.
The Information Agent for the Offer is:
[LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS INC.]
17 State Street, 10th floor
New York, New York 10004
Bankers and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
Salomon Smith Barney
388 Greenwich Street
New York, New York 10013
Call Toll Free: (877) 319-4978
