<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
NATIONAL-STANDARD COMPANY
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 10, 2000
BY
NS ACQUISITION CORP.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON AUGUST 4, 2000, UNLESS THE OFFER IS EXTENDED.
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The Letter of Transmittal, certificates for Shares (as defined below) and
any other required documents should be sent or delivered by each shareholder of
the Company or such shareholder's broker, dealer, commercial bank or other
nominee to the Depositary at one of its addresses set forth below.
THE DEPOSITARY FOR THE OFFER IS:
EquiServe Trust Company
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
EquiServe Trust Company Securities Transfers & EquiServe Trust Company
Corporate Actions Reporting Services, Inc. Corporate Actions
P.O. Box 9573 C/O EquiServe Trust Company 40 Campanelli Drive
Boston, MA 02205-9573 100 William Street/Galleria Braintree, MA 02184
New York, NY 10038
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN
THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW AND
COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders of
National-Standard Company, if either certificates evidencing Shares (as defined
below) ("Certificates") are to be forwarded with this Letter of Transmittal or,
unless an Agent's Message (as defined in the Offer to Purchase (as defined
below)) is utilized, if delivery of Shares is to be made by book-entry transfer
to an account maintained by EquiServe Trust Company (the "Depositary") at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures set forth under "Procedures for Tendering Shares" of the Offer to
Purchase. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
Shareholders whose Certificates are not immediately available or who cannot
deliver their Certificates and all other required documents to the Depositary
prior to the Expiration Date (as defined under "THE TENDER OFFER--Terms of the
Offer" of the Offer to Purchase), or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Shares according to the
guaranteed delivery procedures set forth under "Procedures for Tendering Shares"
of the Offer to Purchase. See Instruction 2.
<TABLE>
<CAPTION>
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<C> <C> <C> <S>
DESCRIPTION OF SHARES TENDERED
<CAPTION>
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Description of Shares Tendered
(Attach additional signed list, if necessary)
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<C> <C> <C>
Certificate Total Number Number of Shares
Number(s)* of Shares Tendered**
Represented
By
Certificate(s)*
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------------------------------------
------------------------------------
------------------------------------
------------------------------------
Total Number
of Shares
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<CAPTION>
----------------- ---------------------------------------------------------------------------------------
Descr Name(s) and Address(es) of Registered Holder(s)
(Attach addi (Please fill in, if blank, exactly as name(s) appear(s) on the enclosed Certificate(s))
----------------- ---------------------------------------------------------------------------------------
<C> <S>
Certificate
Number(s)*
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-------------
------------------------------------ --------------------------------------------------------------------------
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------------------------------------ --------------------------------------------------------------------------
-------------
------------------------------------ --------------------------------------------------------------------------
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Total Number
of Shares
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</TABLE>
* Need not be completed by shareholders delivering Shares 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.
/ / CHECK HERE IF CERTIFICATES HAVE BEEN LOST OR DESTROYED. SEE
INSTRUCTION 12.
<PAGE>
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/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED 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 SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Shareholder(s): ______________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
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<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to NS Acquisition Corp., a Delaware
corporation ("Purchaser"), all of the above-described shares of common stock,
par value $.01 per share (the "Shares"), of National-Standard Company, an
Indiana corporation (the "Company"), pursuant to Purchaser's offer to purchase
any and all of the outstanding Shares at an offer price of $1.00 per Share, net
to the seller in cash, without interest thereon (the "Offer Price"), upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
July 10, 2000 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, as amended from time to
time, together with the Offer to Purchase collectively constitute the "Offer").
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of
June 26, 2000 (the "Merger Agreement"), between Purchaser, Heico Holding, Inc.,
a Delaware corporation and the parent of Purchaser ("Parent") and the Company.
The Purchaser was formed by Parent for the purpose of completing the Offer and
the Merger. The undersigned understands that Purchaser reserves the right to
assign its right to purchase all or any portion of the Shares tendered pursuant
to the Offer to an affiliate of Purchaser, but any such assignment will not
relieve Purchaser of its obligations under the Offer or prejudice the rights of
the tendering shareholders to receive payment for Shares validly tendered and
accepted for payment pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of, or payment for,
the Shares tendered herewith, the undersigned hereby sells, assigns and
transfers to, or upon the order of, 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 of such Shares on or
after the date of the Offer to Purchase) and irrevocably appoints EquiServe
Trust Company (the "Depositary") the true and lawful agent and attorney-in-fact
of the undersigned with respect to such Shares (and 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 (a) deliver
certificates for such Shares (and such other shares or securities), or transfer
ownership of such Shares (and such other Shares or securities) on the account
books maintained by the Book-Entry Transfer Facility, together, in any such
case, with all accompanying evidences of transfer and authenticity, to or upon
the order of the Purchaser, (b) present such Shares (and such other shares or
securities) for transfer on the books of the Company and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and such other shares or securities), all in accordance with the terms
and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints each designee of Purchaser as
the attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to the full extent of the rights of the undersigned with respect
to the Shares tendered herewith and accepted for payment by 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 of such Shares on or after the date of
the Offer to Purchase). 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 Shares for
payment. Upon such acceptance for payment, all prior powers of attorney and
proxies given by the shareholder with respect to such Shares (and such other
shares and securities) will, without further action, be revoked 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 Shares (and
such other shares and securities) for which such appointment is effective, be
empowered to exercise all voting and other rights of such shareholder as they in
their sole discretion may deem proper at any annual or special meeting of the
Company's shareholders, 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 Shares to be deemed validly tendered, immediately
upon Purchaser's payment for such Shares, Purchaser must be able to exercise
full voting and other rights with respect to such Shares (and such other shares
and securities), including voting at any meeting of shareholders then scheduled.
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 of such Shares on or after the date of the Offer to Purchase) and that
when the same are accepted for payment by Purchaser, Purchaser will acquire good
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. 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 Shares tendered hereby (and such other shares or
securities).
<PAGE>
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 under "Procedures for Tendering Shares" 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 of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Purchaser may not be required to accept for payment any
of the Shares tendered hereby.
Unless otherwise indicated in this Letter of Transmittal under "Special
Payment Instructions," please issue the check for the Offer Price and return any
Shares not tendered in the name(s) of the undersigned. Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the Offer Price and return any Certificates not tendered (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 Offer Price and return any Shares not tendered in the name(s)
of, and mail such check and any certificates to, the person(s) so indicated.
Unless otherwise indicated under "Special Payment Instructions," in the case of
book-entry delivery of Shares, please credit the account maintained at the
Book-Entry Transfer Facility with respect to any Shares not tendered. The
undersigned recognizes that Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Purchaser does not accept for payment any of the
Shares so tendered.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Offer Price of Shares accepted
for payment and/or Certificates for Shares not tendered are to be issued in
the name of someone other than the undersigned.
Issue check and/or certificate(s) to:
Name: ______________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE A ZIP CODE)
_________________________________________________________________________
(RECIPIENT'S TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Offer Price of Shares accepted
for payment and/or Certificates for Shares not tendered are to be mailed to
someone other than the undersigned or to the undersigned at an address other
than that shown above.
Mail check and/or certificate(s) to:
Name: ______________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE A ZIP CODE)
__________________________________________________________________________
(RECIPIENT'S TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
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<PAGE>
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PLEASE SIGN HERE:
(TO BE COMPLETED BY ALL SHAREHOLDERS)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
X________________________________________________ DATED: ________, 2000
X________________________________________________ DATED: ________, 2000
SIGNATURE(S) OF SHAREHOLDER(S)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by the
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a corporation
or other person acting in a fiduciary or representative capacity, please set
forth full title and see Instruction 5).
Name(s): ___________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
(INCLUDE A ZIP CODE)
Area Code and Telephone Number: ____________________________________________
(HOME)
___________________________________________
(BUSINESS)
Tax Identification Number or Social Security Number: _______________________
(COMPLETE SUBSTITUTE FORM W-9 BELOW)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY, PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Authorized Signature(s): ___________________________________________________
Name: ______________________________________________________________________
(PLEASE TYPE OR PRINT)
Title: _____________________________________________________________________
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
(INCLUDE A ZIP CODE)
Area Code and Telephone Number: ____________________________________________
Dated: ______________________, 2000
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<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, signatures
on Letters of Transmittal must be guaranteed by a member in good standing of the
Securities Transfer Agents Medallion Program, or by any other firm which is a
bank, broker, dealer, credit union or savings association (each of the foregoing
being referred to as an "Eligible Institution" and, collectively, as "Eligible
Institutions"), except in cases where Shares are tendered (i) by a registered
holder of Shares who has not completed either the box labeled "Special Delivery
Instructions" or the box labeled "Special Payment Instructions" on the Letter of
Transmittal or (ii) for the account of any Eligible Institution. See
Instruction 5. If the Certificates are registered in the name of a person other
than the signer of this Letter of Transmittal, or if payment is to be made, or
Certificates not accepted for payment are to be returned, to a person other than
the registered holder, then the Certificates must be endorsed or accompanied by
duly executed stock powers, in either case, signed exactly as the name of the
registered holder appears on such Certificates, with the signatures on such
Certificates or stock powers guaranteed by an Eligible Institution as provided
herein. See Instruction 5.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be used if
either Certificates are to be forwarded herewith or, unless an Agent's Message
is utilized, if the delivery of Shares is to be made by book-entry transfer
pursuant to the procedures set forth under "Procedures for Tendering Shares" 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 and any other
documents required by this Letter of Transmittal or an Agent's Message (as
defined in the Offer to Purchase) in the case of a book-entry delivery, 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 (as defined in the Offer to
Purchase). If Share Certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery. Shareholders 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 procedures set forth
under "Procedures for Tendering Shares" of the Offer to Purchase. Pursuant to
such procedures, (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 provided by Purchaser, must be received by
the Depositary prior to the Expiration Date; and (c) the Certificates for all
tendered Shares, in proper form for transfer (or a Book-Entry Confirmation (as
defined in the Offer to Purchase)), together with a properly completed and duly
executed Letter of Transmittal, and any required signature guarantees, 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 within
three trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided under "Procedures for Tendering Shares" of the Offer
to Purchase. The term "trading day" is any day on which the American Stock
Exchange is open for business.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal,
the tendering shareholder waives any right to receive any notice of the
acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided in this Letter of Transmittal
is inadequate, the information required under "Description of Shares Tendered"
should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS. If fewer than all of 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(s) 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 after the Expiration Date. All
Shares represented by Certificate(s) delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; INSTRUMENTS OF TRANSFER 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.
<PAGE>
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 Offer 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), in which case, the Certificate(s) for such Shares
tendered hereby must be endorsed, or accompanied by appropriate stock powers, in
either case, signed exactly as the name(s) of the registered holder(s)
appears(s) on the Certificate(s) for such Shares. 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, the Certificate 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
Purchaser of the authority of such person so to act must be submitted.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6,
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 Offer 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), then the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the Offer Price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the Offer
Price of any Shares purchased is to be issued, or any Shares not tendered 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 not tendered 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.
8. SUBSTITUTE FORM W-9. Each tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below,
and to certify that the shareholder is not subject to backup withholding.
Failure to provide the information on the Substitute Form W-9 may subject the
tendering shareholder to a penalty and 31% federal income tax backup withholding
on the payment of the Offer Price for the Shares. If the tendering shareholder
has not been issued a TIN and has applied for a TIN or intends to apply for a
TIN in the near future, the tendering shareholder should follow the instructions
set forth in the Substitute Form W-9 and sign and date both the Substitute
Form W-9 and the "Certification of Awaiting Taxpayer Identification Number." If
the shareholder has indicated in the Substitute Form W-9 that a TIN has been
applied for and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% of all payments of the Offer Price, if
any, made thereafter pursuant to the Offer until a TIN is provided to the
Depositary. Such amounts, however, will be refunded if a TIN is provided to the
Depositary within 60 days.
9. FOREIGN HOLDERS. Foreign holders must submit a completed IRS Form W-8
to avoid 31% backup withholding. IRS Form W-8 may be obtained by contacting the
Information Agent at the address on the back cover of this Letter of
Transmittal.
10. 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 at the address on the back cover of this
Letter of Transmittal.
<PAGE>
11. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by
Purchaser, in whole or in part, at any time or from time to time as set forth in
the Offer to Purchase.
12. LOST OR DESTROYED CERTIFICATES. If any Certificate(s) representing
Shares has been lost or destroyed, the holders should promptly notify the
Depositary, which also acts as the Company's transfer agent. The holders will
then be instructed as to the procedure to be followed in order to replace the
Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed Certificates have
been followed. Requests for assistance regarding lost or destroyed certificates
can be made by calling the Depositary at (800) 426-5523.
IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE.
<PAGE>
PAYER'S NAME: EQUISERVE TRUST COMPANY
<TABLE>
<C> <S> <C>
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SUBSTITUTE Part 1--Please provide your TIN TIN:
FORM W-9 in the box at right and certify --------------------------------------
Department of the Treasury, by signing and dating below. Social Security Number
Internal Revenue Service or Employer
Identification Number
(If waiting for TIN,
write "Applied For")
Part 2--For payees exempt from --------------------------------------
Payer's Request for Taxpayer backup withholding, please
Identification Number ("TIN") write "EXEMPT" in the box at
right.
PART 3--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).
(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 underreporting interest or dividends on your tax return and you have not been notified
by the IRS that you are no longer subject to backup withholding.
Signature: Date:
Name:
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(Please Print)
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY CASH 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 ARE WAITING FOR (OR
SOON WILL APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
<TABLE>
<C> <S> <C>
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CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I
have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration office or (2) I intend to mail or deliver an application in the near
future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all
reportable cash payments made to me thereafter will be withheld until I provide a taxpayer identification number to the
payer and that, if I do not provide my taxpayer identification number within sixty days, such retained amounts shall be
remitted to the IRS as backup withholding.
Signature: Date: -------------------------------
------------------------------------------------------------------
Name:
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(Please Print)
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</TABLE>
<PAGE>
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
shareholder's correct TIN on the Substitute Form W-9. If such shareholder is an
individual, the TIN is such shareholder's social security number. If the
Depositary is not provided with the correct TIN, the shareholder may be subject
to a $50 penalty imposed by the IRS. In addition, payments that are made to such
shareholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements and should indicate their status by writing "EXEMPT" in response to
Part 2 of the Substitute Form W-9, and by signing and dating the substitute Form
W-9. In order for a foreign individual to qualify as an exempt recipient, that
shareholder must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status. Such statements may be obtained
from the Information Agent. All exempt recipients (including foreign persons
wishing to qualify as exempt recipients) should see the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the shareholder. 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 backup withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding on payments that are made
to a shareholder with respect to Shares purchased pursuant to the Offer, the
shareholder is required to notify the Depositary of such shareholder's correct
TIN by completing the form certifying that the TIN provided on the Substitute
Form W-9 is correct.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares are registered in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report.
THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER REQUIRED
DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH SHAREHOLDER OF THE COMPANY OR HIS
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE
DEPOSITARY AT ITS ADDRESS SET FORTH ON THE FIRST PAGE OF THIS LETTER OF
TRANSMITTAL.
<PAGE>
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers listed below. Additional copies of
the Offer to Purchase, the Letter of Transmittal and other tender offer
materials may be obtained from the Information Agent as set forth below, and
will be promptly furnished at the Purchaser's expense. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
445 Park Avenue
5th Floor
New York, New York 10022
Call Collect: (212) 754-8000
Banks and Brokerage Firms Call: (800) 662-5200
SHAREHOLDERS PLEASE CALL: (800) 566-9061
