<PAGE>
EXHIBIT (a)(1)(B)
Letter of Transmittal
To Tender Shares of Common Stock
(Including the Associated Common Stock Purchase Rights)
of
BI Incorporated
Pursuant to the Offer to Purchase
Dated August 18, 2000
by
KBII Acquisition Company, Inc.
A Direct Wholly Owned Subsidiary of
KBII Holdings, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 15, 2000, UNLESS THE OFFER IS
EXTENDED.
The Depositary for the Offer is:
Computershare Investor Services LLC
<TABLE>
<CAPTION>
By Telephone
(212) 701-7624
By Mail: By Facsimile Transmission: By Hand/Overnight Courier:
<S> <C> <C>
Computershare Investor Services Computershare Investor Services
LLC (FOR ELIGIBLE INSTITUTIONS ONLY) LLC
Wall Street Station (212) 701-7636 Wall Street Plaza
P.O. Box 1023 88 Pine Street, 19th Floor
New York, New York 10268-
1023 New York, New York 10005
</TABLE>
Confirm Facsimile by Telephone:
(212) 701-7624
(for Confirmation Only)
IF CERTIFICATES HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR
PROVIDED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
DESCRIPTION OF SHARES TENDERED
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<TABLE>
<CAPTION>
Name(s) and
Address(es) of
Registered
Holder(s)
(Please Fill in
Exactly as
Name(s)
Appear(s) on
Share Share Certificate(s) and Share(s) Tendered
Certificate(s)) (Attach Additional List if Necessary)
------------------------------------------------------------------
Shares
Share Represented by Number
Certificate Share of Shares
Number(s)* Certificate(s)* Tendered**
---------------------------
---------------------------
---------------------------
---------------------------
---------------------------
---------------------------
<S> <C> <C> <C>
Total Shares
</TABLE>
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* Need not be completed by Book-Entry Shareholders (as defined below).
** Unless otherwise indicated, all Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered. See
Instruction 4.
<PAGE>
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 holders of Shares (as
defined below) of BI Incorporated (the "Shareholders") if certificates
evidencing Shares ("Certificates") are to be forwarded herewith or, unless an
Agent's Message (as defined in Section 2 of 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 Computershare Investor Services LLC (the
"Depositary") at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in Section 3 of the Offer to Purchase. Delivery of
documents to DTC does not constitute delivery to the Depositary.
Shareholders whose Certificates are not immediately available or who cannot
deliver their Certificates for, or a Book-Entry Confirmation (as defined in
Section 2 of the Offer to Purchase) with respect to, their Shares and all
other required documents to the Depositary prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase) must tender their Shares
according to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase. See Instruction 2 hereof.
[_]CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST COMPANY AND
COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution __________________________________________
Deliver by Book-Entry Transfer to (The Depository Trust Company)
Account Number _______________ Transaction Code Number ________________
[_]CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
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: __________________________
Check box if delivered by Book-Entry Transfer to The Depository Trust
Company
Account Number _______________ Transaction Code Number ________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to KBII Acquisition Company, Inc., a
Colorado corporation ("Offeror") and direct wholly owned subsidiary of KBII
Holdings, Inc., a Delaware corporation ("Parent"), the above-described shares
of common stock, no par value per share, of BI Incorporated, a Colorado
corporation (the "Company"), including the associated common stock purchase
rights issued pursuant to the Rights Agreement, dated as of December 1, 1999,
as amended, by and between the Company and Computershare Trust Company, Inc.
(f/k/a American Securities Transfer & Trust, Inc.), as Rights Agent (the
"Rights," and the shares of common stock inclusive of their respective Rights,
the "Shares"), net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
August 18, 2000 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer"). The undersigned understands that the Offeror reserves the right to
assign to Parent, or to any other direct or indirect wholly owned subsidiary
of Parent, the right to purchase all or any portion of the Shares tendered
pursuant to the Offer, but the undersigned further understands that any such
assignment will not relieve the Offeror of its obligations under the Offer and
the Merger Agreement (as hereinafter defined) and that any such assignment
will in no way prejudice the rights of tendering Shareholders to receive
payment for the Shares validly tendered and accepted for payment pursuant to
the Offer. The Offer is being made in connection with the Agreement and Plan
of Merger, dated as of August 10, 2000, among Parent, Offeror and the Company
(the "Merger Agreement").
Subject to, and effective upon, acceptance for payment of, or payment for
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the undersigned
hereby sells, assigns and transfers to, or upon the order of, Offeror all
right, title and interest in and to all of the Shares that are being tendered
hereby and any and all dividends, distributions, rights, or other Shares or
other securities issued or issuable in respect of such Shares on or after the
date the Offer is commenced (collectively the "Distributions"), and
constitutes and irrevocably appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares (and any
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Certificates evidencing such Shares (and any Distributions), or transfer
ownership of such Shares (and any Distributions) on the account books
maintained by DTC together in any such case, with all accompanying evidence of
transfer and authenticity to, or upon the order of, Offeror, upon receipt by
the Depositary, as the undersigned's agent, of the purchase price with respect
to such Shares, (ii) present such Shares (and any Distributions) for transfer
on the books of the Company and (iii) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares (and any
Distributions), all in accordance with the terms and subject to the conditions
of the Offer.
The undersigned hereby irrevocably appoints each designee of Offeror as the
attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to the full extent of the undersigned's rights with respect to
all Shares tendered hereby and accepted for payment and paid for by Offeror
(and any Distributions), including, without limitation, the right to vote such
Shares (and any Distributions) in such manner as each such attorney and proxy
or his substitute shall, in his sole discretion, deem proper. All such powers
of attorney and proxies, being deemed to be irrevocable, shall be considered
coupled with an interest in the Shares tendered herewith. Such appointment
will be effective when, and only to the extent that, Offeror accepts such
Shares for payment in accordance with the terms of the Offer. Upon such
acceptance for payment, all prior powers of attorney and proxies given by the
undersigned with respect to such Shares (and any Distributions) will be
revoked, without further action, and no subsequent powers of attorney and
proxies may be given (and, if given, will be deemed ineffective). The
designees of Offeror will, with respect to the Shares (and any Distributions)
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, special, adjourned or postponed meeting of the
Shareholders by written consent or otherwise. Offeror reserves the absolute
right to require that, in order for Shares to be deemed validly tendered,
immediately upon the acceptance for payment of such Shares, Offeror or its
designees are able to exercise full voting rights with respect to such Shares
(and any Distributions).
3
<PAGE>
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
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 Distributions) and that, when the same are accepted
for payment and paid for by Offeror, Offeror will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances including irrevocable proxies, and that the Shares tendered
hereby (and any Distributions) will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Depositary or Offeror to be necessary or desirable to complete
the sale, assignment and transfer of Shares tendered hereby (and any
Distributions). In addition, the undersigned shall promptly remit and transfer
to the Depositary, for the account of Offeror, any and all Distributions
issued to the undersigned on or after August 18, 2000, in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer;
and pending such remittance and transfer or appropriate assurance thereof,
Offeror shall be, subject to applicable law, entitled to all rights and
privileges as owner of any such Distributions and may withhold the entire
purchase price or deduct from the purchase price the amount of value thereof,
as determined by Offeror in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Subject to the withdrawal rights set forth in the Offer to
Purchase, the tender of the Shares and related Distributions hereby made is
irrevocable.
The undersigned understands that Offeror's acceptance for payment of any
Shares tendered hereby will constitute a binding agreement between the
undersigned and Offeror with respect to such Shares upon the terms and subject
to the conditions of the Offer. Without limiting the generality of the
foregoing, if the price to be paid in the Offer is amended in accordance with
the terms of the Merger Agreement, the price to be paid to the undersigned
will be amended.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Offeror may not be required to accept for payment any
of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Certificates
evidencing Shares not tendered or not accepted for payment in the name(s) of
the registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any Certificates
evidencing Shares 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 Shares Tendered." In the event that both the
"Special Payment Instructions" and the "Special Delivery Instructions" are
completed, please issue the check and/or return any such Certificates
evidencing Shares not tendered or not accepted for payment in the name(s) of,
and deliver such check and/or return such Certificates to, the person(s) so
indicated. Unless otherwise indicated herein under "Special Payment
Instructions," in the case of a book-entry delivery of Shares, please credit
the account maintained at DTC with respect to any Shares not accepted for
payment. The undersigned recognizes that Offeror has no obligation pursuant to
the "Special Payment Instructions" to transfer any Shares from the name of the
registered holder thereof if Offeror does not accept for payment any of the
Shares tendered hereby.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS
Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price of check for the purchase price of
Shares purchased (less the amount Shares purchased (less the amount
of any federal income and backup of any federal income and backup
withholding tax required to be withholding tax required to be
withheld) or Certificates not withheld) or Certificates not
tendered or not purchased are to tendered or not purchased are to
be issued in the name of someone be mailed to someone other than
other than the undersigned. the undersigned or to the under-
signed at an address other than
that shown below the
undersigned's signature(s).
Issue [_] Check [_] Certificate(s)
to:
Name _____________________________ Mail [_] Check [_] Certificate(s)
(Please Print) to:
Address __________________________
Name______________________________
__________________________________ (Please Print)
(Zip Code) Address __________________________
__________________________________ __________________________________
(Taxpayer Identification or (Zip Code)
Social Security Number)
5
<PAGE>
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 7)
....................................................
....................................................
(Signature(s) of Owners(s))
Dated: ........................................ 2000
(Must be signed by registered holder(s) exactly as
name(s) appear(s) on stock certificate(s) or on a
security position listing or by person(s)
authorized to become registered holder(s) by
certificates and documents transmitted herewith. If
signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer of a
corporation or other person acting in a fiduciary
or representative capacity, please set forth full
title and see Instruction 5.)
Name(s).............................................
....................................................
(Please Print)
Capacity (full title)...............................
Address.............................................
....................................................
(Include Zip Code)
Area Code and Telephone Number......................
Tax Identification Number or
Social Security Number..............................
COMPLETE SUBSTITUTE FORM W-9 ON REVERSE
Guarantee of Signature(s)
(If required; see Instructions 1 and 5)
Authorized Signature................................
Name(s).............................................
Name of Firm........................................
Address.............................................
Area Code and Telephone Number......................
Dated: ........................................ 2000
6
<PAGE>
PAYER: COMPUTERSHARE INVESTOR SERVICES LLC
-------------------------------------------------------------------------------
Name ___________________________________________________
Address ________________________________________________
________________________________________________________
________________________________________________________
(City) (State) (Zip Code)
-------------------------------------------------------------------------------
Part I-TAXPAYER IDENTIFICATION NUMBER--FOR Social Security Number
ALL ACCOUNTS Enter your Taxpayer Identifi- or Employer
cation Number in the appropriate box. For identification number
most individuals and sole proprietors,
this is your Social Security Number. For
other entities, it is your Employer Iden-
tification Number. If you do not have a
number, see "Obtaining a Number" in the
enclosed GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTI-
TUTE FORM W-9 ("GUIDELINES").
SUBSTITUTE
-----------------
Form W-9 Department of the Treasury Internal Revenue Service
--------------------------------------------------------------
Payer's
Request
for
Taxpayer
Identification
Number
("TIN")
Part II-FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE
WRITE "EXEMPT" HERE (SEE ENCLOSED GUIDELINES)
Certification-Under penalty of perjury, I certify that:
Note: If the account is in more than one
name, see the chart on page 1 of the en-
closed GUIDELINES to determine what number
to enter.
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be
issued for me);
(2) I am not subject to backup withholding either because
(a) I am exempt from backup withholding, or (b) I have
not been notified by the Internal Revenue Service ("IRS")
that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject to backup
withholding; and
(3) Any information provided on this form is true, correct
and complete.
Certification Instructions-You must cross out item (2)
above if you have been notified by the IRS that you are
currently subject to backup withholding because of
underreporting interest or dividends on your tax return
and you have not received a notice from the IRS advising
you that backup withholding has terminated.
--------------------------------------------------------------
Part III--Please
check the box at
right if you have
applied for, and
are awaiting
receipt of, your
taxpayer
identification
number (right
arrow) [_]
SIGNATURE ................. DATE ........
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR
TIN.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty 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 within 60 days, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number.
Signature ............................................... Date .........
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLD-
ING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE RE-
VIEW THE ENCLOSED GUIDELINES FOR ADDITIONAL DETAILS.
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Signature Guarantee. All signatures on a Letter of Transmittal must be
guaranteed by a financial institution (including most banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each an
"Eligible Institution"), unless the Shares tendered thereby are tendered (i)
by the registered holder(s) (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of shares of Common Stock) of
shares of Common Stock who has not completed the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on
the Letter of Transmittal or (ii) for the account of an Eligible Institution.
See Instruction 1 to the Letter of Transmittal.
If a Certificate is registered in the name of a person other than the
signer of the Letter of Transmittal, or if payment is to be made, or a
Certificate not accepted for payment or not tendered is to be returned to a
person other than the registered holder(s), then 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
Certificate, with the signature(s) on such Certificate or stock powers
guaranteed as described above.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
Shareholders if Certificates evidencing Shares are to be forwarded herewith
or, unless an Agent's Message (as defined in Section 2 of the Offer to
Purchase) is utilized, if delivery of Shares is to be made pursuant to the
procedures for book-entry transfer set forth in Section 3 of the Offer to
Purchase. For Shareholders to validly tender Shares pursuant to the Offer,
either (a) a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), with any required signature guarantees and
any other required documents, or an Agent's Message in the case of a book-
entry delivery, must be received by the Depositary at one of its addresses set
forth herein prior to the Expiration Date and either (i) Certificates for
tendered Shares must be received by the Depositary at one of such addresses
prior to the Expiration Date or (ii) Shares must be delivered pursuant to the
procedures for book-entry transfer set forth in Section 3 of the Offer to
Purchase and a Book-Entry Confirmation must be received by the Depositary
prior to the Expiration Date or (b) the tendering Shareholders must comply
with the guaranteed delivery procedures set forth below and in Section 3 of
the Offer to Purchase.
Shareholders whose Certificates are not immediately available or who cannot
deliver their Certificates and all other required documents to the Depositary
or complete the procedures for book-entry transfer prior to the Expiration
Date may tender their Shares by properly completing and duly executing a
Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures
set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure:
(i) such tender must be made by or through an Eligible Institution, (ii) a
properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by Offeror, must be received by the
Depositary prior to the Expiration Date, and (iii) the Certificates
representing all tendered Shares, in proper form for transfer, or a Book-Entry
Confirmation with respect to all tendered Shares, together with a Letter of
Transmittal (or a manually signed facsimile thereof), properly completed and
duly executed, with any required signature guarantees, or an Agent's Message
in the case of a book-entry delivery and any other documents required by this
Letter of Transmittal, must be received by the Depositary within three Nasdaq
National Market trading days after the date of such Notice of Guaranteed
Delivery. If Certificates are forwarded separately to the Depositary, a
properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof) must accompany each such delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE
OPTION AND RISK OF THE TENDERING SHAREHOLDER (INCLUDING, IN THE CASE OF BOOK-
ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE
8
<PAGE>
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased (unless you are tendering all of the
Shares you own). All tendering Shareholders, by execution of this Letter of
Transmittal (or a facsimile hereof), waive any right to receive any notice of
the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.
4. Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry
Transfer). If fewer than all of the Shares evidenced 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 a case, new Certificates for the Shares that were evidenced by your old
Certificates, but were not tendered by you, will be sent to you (unless
otherwise provided in the box entitled "Special Payment Instructions" or
"Special Delivery Instructions" on this Letter of Transmittal) as soon as
practicable after the Expiration Date. All Shares represented by 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 Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
Certificates. To obtain additional Letters of Transmittal, you may either make
a photocopy of this Letter of Transmittal or call Innisfree M&A Incorporated
at the phone number included on the back cover of this Letter of Transmittal.
If this Letter of Transmittal or any 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 Offeror of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to or
Certificates not tendered or not purchased are to be issued in the name of a
person other than the registered holder(s). Signatures on 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 Certificate(s) listed, the Certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on the
Certificate(s) for such Shares. Signatures on such Certificates or stock
powers must be guaranteed by an Eligible Institution.
6. Transfer Taxes. Except as set forth in this Instruction 6, Offeror will
pay or cause to be paid any transfer taxes required to be paid by it with
respect to the transfer and sale of purchased Shares to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be
made to, or (in the circumstances permitted hereby) if Certificates for Shares
not tendered or not purchased are to be registered in the name of, any
9
<PAGE>
person other than the registered holder(s), or if tendered Certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any transfer taxes (whether imposed on
the registered holder(s) or such person) payable on account of the transfer to
such person will not be the responsibility of Offeror and may be deducted from
the purchase price unless satisfactory evidence of the payment of such taxes
or an exemption therefrom is substituted.
EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) LISTED
IN THIS LETTER OF TRANSMITTAL.
7. Special Payment and Delivery Instructions. If the check for the purchase
price of any Shares purchased is to be issued in the name of, or any Shares
not tendered or not purchased are to be returned to, a person other than the
person(s) signing this Letter of Transmittal or if the check or any
Certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to 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. A Book-Entry shareholder may request that shares not accepted for
payment may be credited to such account maintained at a Book-Entry Transfer
Facility as such Book-Entry shareholder may designate under "Special Payment
Instructions." If no such instructions are given, such shares not accepted for
payment will be returned by crediting the Book-Entry Transfer Facility
designated above.
8. Waiver of Conditions. The conditions of the Offer may be waived by
Offeror in whole or in part at any time and from time to time in its sole
discretion, subject to the Offer and the Merger Agreement.
9. Substitute Form W-9. Each tendering shareholder who does not otherwise
establish to the satisfaction of the Depositary an exemption from backup
federal income tax withholding is required to provide the Depositary with a
correct Taxpayer Identification Number ("TIN"), generally the shareholder's
Social Security Number or federal Employer Identification Number, on
Substitute Form W-9 above. Failure to provide the information on the form may
subject the tendering shareholder to 31% federal income tax withholding on the
payment of the purchase price. The box in Part III of the form may be checked
if the tendering shareholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If the box in Part
III is checked and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% of all payments of the purchase
price thereafter until a TIN is provided to the Depositary.
Under the federal income tax law, a shareholder whose tendered Shares are
accepted for purchase is required by law to provide the Depositary (as payer)
with such shareholder's correct TIN on Substitute Form W-9 above. If such
shareholder is an individual, the TIN is his or her Social Security Number. If
a shareholder fails to provide the correct TIN to the Depositary, such
shareholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such shareholder with respect
to Shares purchased pursuant to the Offer may be subject to backup withholding
of 31%.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the shareholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any such payments made to the shareholder or other payee. 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
from the Internal Revenue Service.
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<PAGE>
The box in Part III of the Substitute Form W-9 may be checked 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. If the box in Part III is
checked, the shareholder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number on the Substitute Form W-9 in order to
avoid backup withholding. Notwithstanding that the box in Part III is checked
and the Certificate of Awaiting Taxpayer Identification Number is completed,
the Depositary will withhold 31% of all payments made prior to the time a
properly certified TIN is provided to 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 or
of the last transferee appearing on the transfers attached to, or endorsed on,
the Shares. If the Shares are in more than one name or are not in the name of
the actual owner, consult the enclosed GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 for additional guidance
on which number to report.
10. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to the Information Agent or the Dealer Manager 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 may also be obtained from the Information Agent at its
address and telephone number set forth below, or from brokers, dealers,
commercial banks or trust companies.
11. Lost, Destroyed or Stolen Certificates. If any Certificate evidencing
Shares has been lost, destroyed or stolen, the shareholder should promptly
notify Computershare Trust Company, Inc., the transfer agent at (303) 986-
5400. The shareholder will then be instructed as to the steps that must be
taken in order to replace the certificate. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost
or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF), TOGETHER WITH 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.
----------------
The Information Agent for the Offer is:
[LOGO OF INNISFREE M & A INCORPORATED APPEARS HERE]
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and Brokerage Firms, Please Call Collect: 212-750-5833
SHAREHOLDERS PLEASE CALL TOLL FREE: 1-888-750-5834
----------------
The Dealer Manager for the Offer is:
[LOGO OF BB&T APPEARS HERE]
909 East Main Street
Richmond, VA 23219
(804) 787-8252
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