<PAGE>
Exhibit (a)(2)
LETTER OF TRANSMITTAL
to Tender Shares of Common Stock
(Including the Associated Rights to Purchase Shares of Series A Preferred
Stock)
of
ACUSON CORPORATION
at
$23 Net Per Share in Cash
Pursuant to the Offer to Purchase dated October 5, 2000
by
SIGMA ACQUISITION CORP.
a wholly owned subsidiary of
SIEMENS CORPORATION
an indirect wholly owned subsidiary of
SIEMENS AKTIENGESELLSCHAFT
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, NOVEMBER 2, 2000 UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EquiServe Trust Company, N.A.
By First Class Mail: By Hand Delivery: By Overnight, Certified
Securities Transfer & or Express Mail:
EquiServe Trust Company, Reporting Services, Inc.
N.A. c/o EquiServe Trust EquiServe Trust Company,
Corporate Actions Company, N.A. N.A.
P.O. Box 8029 100 William St./Galleria Corporate Actions
Boston, MA 02266-8029 New York, New York 10038 150 Royall Street
Canton, MA 02021
By Facsimile
Transmission:
(781) 575-2232 or
(781) 575-2233
Confirm Facsimile by
Telephone Only:
(781) 575-3120
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER 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 THEREFOR
PROVIDED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF TENDERED SHARES
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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 Certificate(s) Tendered
certificate(s) (Attach additional signed list if necessary)
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Total Number
of Shares Total Number
Certificate Represented By of Shares
Number(s)(1) Certificate(s)(1) Tendered(2)
--------------------------------------------------
<S> <C> <C> <C>
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
Total Shares
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</TABLE>
(1) Need not be completed by stockholders tendering by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares described
above are being tendered. See Instruction 4.
[_]Check here if certificates have been lost, destroyed or mutilated. See
Instruction 11. Number of Shares represented by lost, destroyed or
mutilated certificates:
The names and addresses of the registered holders of the tendered shares
should be printed, if not already printed above, exactly as they appear on the
Share Certificates (as defined below) tendered hereby.
<PAGE>
This Letter of Transmittal is to be used by stockholders of Acuson
Corporation if certificates for the Shares (as defined below) are to be
forwarded with this Letter of Transmittal or, unless an Agent's Message (as
defined in Instruction 2 below) is utilized, if delivery of the Shares is to
be made by book-entry transfer to an account maintained by the Depositary at
the Book-Entry Transfer Facility (as defined in and pursuant to the procedures
set forth in Section 3 of the Offer to Purchase as defined below). Holders who
deliver Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders" and other stockholders who deliver Shares are referred to herein
as "Certificate Stockholders."
Stockholders whose certificates for the Shares are not immediately available
or who cannot deliver either the certificates for, or a Book-Entry
Confirmation (as defined in Section 3 of the Offer to Purchase) with respect
to, their Shares and all other documents required hereby to the Depositary
prior to the Expiration Date (as defined in the Offer to Purchase), or the
expiration of any Subsequent Offering Period (as defined in the Offer to
Purchase), must tender their Shares pursuant to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
TENDER OF SHARES
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: ____________________________________________
Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________________
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[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING.
Name(s) of Registered Holder(s): __________________________________________
Window Ticket Number (if any): ____________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Eligible Institution which Guaranteed Delivery: ___________________
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Sigma Acquisition Corp., a Delaware
corporation ("Purchaser"), which is a wholly owned subsidiary of Siemens
Corporation, a Delaware corporation ("Parent"), which is an indirect wholly
owned subsidiary of Siemens Aktiengesellschaft, a corporation formed under the
laws of the Federal Republic of Germany, the above-described shares of common
stock, par value $0.0001 per share, of Acuson Corporation, a Delaware
corporation (the "Company"), together with the associated rights to purchase
shares of Series A Preferred Stock (the "Rights") issued pursuant to the
Amended and Restated Rights Agreement (the "Rights Agreement"), dated as of
November 5, 1998, between the Company and Fleet National Bank (f/k/a
BankBoston, N.A.), as amended (the Common Stock and the Rights together being
referred to herein as the "Shares"), at $23.00 per Share, net to the seller in
cash (the "Common Stock Price"), upon the terms and subject to the conditions
set forth in the Offer to Purchase dated October 5, 2000 (the "Offer to
Purchase") and in this related Letter of Transmittal (which, together with any
amendments or supplements hereto or thereto, collectively constitute the
"Offer"). Receipt of the Offer is hereby acknowledged.
The Company has distributed one Right for each outstanding share of Common
Stock pursuant to the Rights Agreement. The Rights are currently evidenced by
and trade with certificates evidencing the shares of Common Stock. The Company
has taken such action so as to make the Rights Agreement inapplicable to
Parent, Purchaser and their respective affiliates in connection with the Offer
and the other transactions contemplated by the Merger Agreement (as defined
below).
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of September 26, 2000 (the "Merger Agreement"), by and among Parent,
Purchaser and the Company.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance for payment of the 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 the Shares that are being tendered hereby (and any and
all non-cash dividends, distributions, rights, other shares of common stock or
other securities issued or issuable in respect thereof on or after September
26, 2000 (collectively, "Distributions")) and irrevocably constitutes and
appoints EquiServe Trust Company, N.A. (the "Depositary") the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares (and
all 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 for such Shares (and any and all Distributions), or
transfer ownership of such Shares (and any and all Distributions) 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 Purchaser, (ii) present such Shares (and any and all
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 and all Distributions), all in accordance with the terms of
the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Purchaser, its officers and designees, and each of them, and any
other designees of Purchaser, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, (i) to vote at any annual
or special meeting of the Company's stockholders or any adjournment or
postponement thereof or otherwise in such manner as each such attorney-in-fact
and proxy or his substitute shall in his sole discretion deem proper with
respect to, (ii) to execute any written consent concerning any matter as each
such attorney-in-fact and proxy or his substitute shall in his sole discretion
deem proper with respect to, and (iii) to otherwise act as each such attorney-
in-fact and proxy or his substitute shall in his sole discretion deem proper
with respect to, all of the Shares (and any and all Distributions) tendered
hereby and accepted for payment by Purchaser. This appointment will be
effective if and when, and only to the
3
<PAGE>
extent that, Purchaser accepts such Shares for payment pursuant to the Offer.
This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for payment of such Shares in accordance with
the terms of the Offer. Such acceptance for payment shall, without further
action, revoke any prior powers of attorney and proxies granted by the
undersigned at any time with respect to such Shares (and any and all
Distributions), and no subsequent powers of attorney, proxies, consents or
revocations may be given by the undersigned with respect thereto (and, if
given, will not be deemed effective). Purchaser reserves the right to require
that, in order for the Shares to be deemed validly tendered, immediately upon
Purchaser's acceptance for payment of such Shares, Purchaser must be able to
exercise full voting, consent and other rights with respect to such Shares
(and any and all Distributions), including voting at any meeting of the
Company's stockholders.
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 all Distributions, that the undersigned owns the Shares tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that the tender of the
tendered Shares complies with Rule 14e-4 under the Exchange Act, and that when
the same are accepted for payment by Purchaser, Purchaser will acquire good,
marketable and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges and encumbrances and the same will
not be subject to any adverse claims. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Depositary or
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered hereby and all Distributions. In addition, the
undersigned shall remit and transfer promptly to the Depositary for the
account of Purchaser all Distributions in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending
such remittance and transfer or appropriate assurance thereof, Purchaser shall
be entitled to all rights and privileges as owner of each such Distribution
and may withhold the entire purchase price of the Shares tendered hereby or
deduct from such purchase price the amount or value of such Distribution as
determined by Purchaser in its sole discretion.
All authority conferred in this Letter of Transmittal 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,
executors, administrators, personal representatives, trustees in bankruptcy,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, the tender made by this Letter of Transmittal is irrevocable.
The undersigned understands that the valid tender of the Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase and
in the Instructions to this Letter of Transmittal will constitute a binding
agreement between the undersigned and Purchaser upon the terms and subject to
the conditions of the Offer (and if the Offer is extended or amended, the
terms or conditions of any such extension or amendment). Without limiting 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 the amended price notwithstanding the fact that a different price is
stated in this Letter of Transmittal. 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 under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased and/or return
any certificates for any Shares not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing above under "Description of the
Shares Tendered." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price of all
Shares purchased and/or return any certificates for any Shares not tendered or
not accepted for payment (and any accompanying documents, as appropriate) to
the address(es) of the registered holder(s) appearing above under "Description
of the Shares Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and/or return
any certificates evidencing Shares not tendered or not accepted for payment
(and any accompanying documents, as appropriate) in the name(s) of, and
deliver such check and/or return any such certificates (and any accompanying
documents, as appropriate) to, the person(s) so
4
<PAGE>
indicated. Unless otherwise indicated herein in the box entitled "Special
Payment Instructions," please credit any 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 Shares from the name of the registered holder
thereof if Purchaser does not accept for payment any of the Shares so
tendered.
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 the To be completed ONLY if
check for the purchase price of certificates for any Shares not
the Shares accepted for payment is tendered or not accepted for
to be issued in the name of payment and/or the check for the
someone other than the purchase price of any Shares
undersigned, if certificates for accepted for payment is to be sent
any Shares not tendered or not to someone other than the
accepted for payment are to be undersigned or to the undersigned
issued in the name of someone at an address other than that
other than the undersigned or if shown under "Description of the
any Shares tendered hereby and Shares Tendered." Mail check
delivered by book-entry transfer and/or stock certificates to:
that are not accepted for payment
are to be returned by credit to an
account maintained at a Book-Entry
Transfer Facility other than the
account indicated above.
Mail check and/or stock
certificates to:
Name ______________________________
(Please Print)
Address ___________________________
Issue check and/or stock (Include Zip Code)
certificates to: ___________________________________
Name ______________________________ (Taxpayer Identification or Social
(Please Print) Security Number) (See Substitute
Address ___________________________ Form W-9)
(Include Zip Code)
___________________________________
(Taxpayer Identification or Social
Security Number) (See Substitute
Form W-9)
[_]Credit Shares delivered by
book-entry transfer and not
purchased to the Book-Entry
Transfer Facility account.
Account number: ___________________
5
<PAGE>
IMPORTANT: STOCKHOLDER SIGN HERE
(Complete Substitute Form W-9 included)
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Signature(s) of Owner(s)
DATED: _____________________________, 2000
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
the stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted with this Letter of Transmittal. If signature is by trustees,
executors, administrators, guardians, attorneys-in-fact, agents, officers of
corporations or others acting in a fiduciary or representative capacity,
please provide the necessary information described in Instruction 5.)
Name(s): ____________________________________________________________________
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(Please Print)
Capacity (Full Title): ______________________________________________________
Address: ____________________________________________________________________
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(Include Zip Code)
Area Code and Telephone Number: ( ) _________ _________ _________
Tax Identification or Social Security No.: __________________________________
(Complete Substitute Form W-9 included)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature: _______________________________________________________
Name: _______________________________________________________________________
Title: ______________________________________________________________________
Name of Firm: _______________________________________________________________
Address: ____________________________________________________________________
Area Code and Telephone Number: ( ) _____________ _____________
Dated: _____________________________, 2000
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 (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in any of the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of the Shares) of the
Shares tendered herewith, unless such registered holder(s) has completed
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on the Letter of Transmittal or (b) if such
Shares are tendered for the account of a financial institution (including most
commercial 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 or by any other "eligible guarantor institution," as such
term is defined in Rule 17Ad-15 under the Exchange Act (each, an "Eligible
Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders of the Company either if certificates are to be forwarded with
this Letter of Transmittal or, unless an Agent's Message is utilized, if
delivery of the Shares is to be made by book-entry transfer pursuant to the
procedures set forth herein and in Section 3 of the Offer to Purchase. For a
stockholder validly to tender Shares pursuant to the Offer, either (a) a
properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), together with any required signature guarantees or
an Agent's Message (in connection with book-entry transfer of the Shares) and
any other required documents, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date, or the expiration of
any Subsequent Offering Period, and either (i) certificates for tendered
Shares must be received by the Depositary at one of such addresses prior to
the Expiration Date, or the expiration of any Subsequent Offering Period, or
(ii) Shares must be delivered pursuant to the procedures for book-entry
transfer set forth herein and 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 the expiration of any Subsequent Offering Period, or (b)
the tendering stockholder must comply with the guaranteed delivery procedures
set forth herein and in Section 3 of the Offer to Purchase.
Stockholders whose certificates for the Shares are not immediately available
or who cannot deliver their certificates and all other required documents to
the Depositary prior to the Expiration Date, or the expiration of any
Subsequent Offering Period, or who cannot comply with the book-entry transfer
procedures on a timely basis may tender their Shares by properly completing
and duly executing the Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth herein and in Section 3 of the Offer
to Purchase.
Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary prior to the Expiration Date, or
the expiration of any Subsequent Offering Period, and (iii) the certificates
for all tendered Shares, in proper form for transfer (or a Book-Entry
Confirmation with respect to all tendered Shares), together with a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof), with any required signature guarantees, or, in the case of
a book-entry transfer, an Agent's Message, and any other required documents
must be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery. A "trading day" is any day on
which the New York Stock Exchange is open for business.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that
Purchaser may enforce such agreement against the participant.
The signatures on this Letter of Transmittal cover the Shares tendered
hereby.
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<PAGE>
The method of delivery of the Shares, this Letter of Transmittal and all
other required documents, including delivery through the Book-Entry Transfer
Facility, is at the election and risk of the tendering stockholder. The Shares
will be deemed delivered only when actually received by the Depositary
(including, in the case of a book-entry transfer, by Book-Entry Confirmation).
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. All tendering stockholders, by executing
this Letter of Transmittal (or a manually signed facsimile thereof), waive any
right to receive any notice of acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the
certificate numbers with respect to such Shares should be listed on a separate
signed schedule which should be attached to this Letter of Transmittal.
4. Partial Tenders. (Not applicable to stockholders who tender by book-entry
transfer). If fewer than all the Shares evidenced by any certificate delivered
to the Depositary with this Letter of Transmittal are to be tendered hereby,
fill in the number of Shares that are to be tendered in the box entitled
"Total Number of Shares Tendered." In any such case, new certificate(s) for
the remainder of the Shares that were evidenced by the old certificates will
be sent to the registered holder, unless otherwise provided in the appropriate
box on this Letter of Transmittal, as soon as practicable after the Expiration
Date, or the expiration of any Subsequent Offering Period, or the termination
of the Offer. 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 held 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.
If this Letter of Transmittal or any stock 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 to
so 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 or certificates for any Shares tendered or not accepted for payment
are to be issued in the name of a person other than the registered holder(s).
Signatures on any such certificates or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates. Signature(s) on any 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 all stock transfer taxes with respect to the transfer and
sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or if
certificates for any Shares not tendered or not accepted for payment are to be
registered in the name of, any 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
8
<PAGE>
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such other person) payable on account of the
transfer to such other person will be deducted from the purchase price of such
Shares purchased unless evidence satisfactory to Purchaser 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 evidencing the Shares
tendered hereby.
7. Special Payment And Delivery Instructions. If a check for the purchase
price of any Shares accepted for payment is to be issued in the name of,
and/or certificates for any Shares not accepted for payment or not tendered
are to be issued in the name of and/or returned to, a person other than the
signer of this Letter of Transmittal or if a check is to be sent, and/or such
certificates are to be returned, to a person other than the signer of this
Letter of Transmittal, or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed. Any
stockholder(s) delivering Shares by book-entry transfer may request that
Shares not purchased be credited to such account maintained at the Book-Entry
Transfer Facility as such stockholder(s) may designate in the box entitled
"Special Payment Instructions." If no such instructions are given, any such
Shares not purchased will be returned by crediting the account at the Book-
Entry Transfer Facility designated above as the account from which such Shares
were delivered.
8. Backup Withholding. In order to avoid "backup withholding" of Federal
income tax on payments of cash pursuant to the Offer, a stockholder
surrendering Shares in the Offer must, unless an exemption applies, provide
the Depositary with such stockholder's correct taxpayer identification number
("TIN") on the Substitute Form W-9 in this Letter of Transmittal and certify,
under penalties of perjury, that such TIN is correct. If a tendering
stockholder is subject to backup withholding, such stockholder must cross out
item (2) of the Certification box on the Substitute Form W-9.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the Federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the stockholder upon filing an
income tax return.
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares tendered with this Letter of Transmittal. If the Shares are held 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.
If the tendering stockholder has not been issued a TIN and has applied for a
TIN or intends to apply for a TIN in the near future, such stockholder should
write "Applied For" in the space provided for the TIN in Part 1 of the
Substitute Form W-9 and sign and date the Substitute Form W-9, and the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the Certificate of Awaiting Taxpayer Identification
Number is completed, the Depositary will withhold 31% on all payments made
prior to the time a properly certified TIN is provided to the Depositary.
However, such amounts will be refunded to such stockholder if a TIN is
provided to the Depositary within 60 days.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
9. Requests For Assistance Or Additional Copies. Questions and requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines
9
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for Certification of Taxpayer Identification Number on Substitute Form W-9 may
be directed to the Information Agent or the Dealer Manager at the addresses
and phone numbers set forth below, or from brokers, dealers, commercial banks
or trust companies.
10. Waiver Of Conditions. Subject to the Merger Agreement, Purchaser
reserves the absolute right in its sole discretion to waive, at any time or
from time to time, any of the specified conditions of the Offer, in whole or
in part, in the case of any Shares tendered.
11. Lost, Destroyed Or Stolen Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by either checking the box provided under the
table "Description of Tendered Shares" or by calling (781) 575-3120 and
indicating the number of Shares lost. The stockholder will then be instructed
as to the steps that must be taken in order to replace the certificate(s).
This Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen certificates have been
followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS,
MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE, OR THE
EXPIRATION OF ANY SUBSEQUENT OFFERING PERIOD, AND EITHER CERTIFICATES FOR
TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED
PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE
EXPIRATION DATE, OR THE EXPIRATION OF ANY SUBSEQUENT OFFERING PERIOD, OR THE
TENDERING STOCKHOLDERS MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED
DELIVERY.
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IMPORTANT TAX INFORMATION
Under Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
such stockholder's correct taxpayer identification number on Substitute Form
W-9 below. If such stockholder is an individual, the taxpayer identification
number is his or her social security number. If the Depositary is not provided
with the correct taxpayer identification number, the stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such stockholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding of 31%.
Certain stockholders (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, that stockholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Depositary. Exempt stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below, and sign, date and return the Substitute Form W-9
to 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 payments 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 from the Internal Revenue
Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct taxpayer
identification number by completing the form contained herein certifying that
the taxpayer identification number provided on Substitute Form W-9 is correct
(or that such stockholder is awaiting a taxpayer identification number).
What Number to Give the Depositary
The stockholder 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 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. If the tendering stockholder has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future, such
stockholder should write "Applied For" in the space provided for the TIN in
Part 1 of the Substitute Form W-9 and sign and date the Substitute Form W-9,
and the stockholder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that the Certificate of Awaiting Taxpayer
Identification Number is completed, the Depositary will withhold 31% on all
payments made prior to the time a properly certified TIN is provided to the
Depositary. However, such amounts will be refunded to such stockholder if a
TIN is provided to the Depositary within 60 days.
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PAYER'S NAME: EquiServe Trust Company, N.A.
Part 1--PLEASE PROVIDE YOUR Social Security Number
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND
DATING BELOW
SUBSTITUTE OR __________________
Form W-9
Department of Employer
the Treasury Identification Number
Internal ------------------------------------------------------
Revenue Service Part 2--Check the box if you are NOT subject to
backup withholding under the provisions of Section
3406(a)(1)(C) of the Internal Revenue Code because
(1) you are exempt from backup withholding, or (2)
you have not been notified that you are subject to
backup withholding as a result of failure to report
all interest or dividends or (3) the Internal
Revenue Service has notified you that you are no
longer subject to backup withholding. [_]
Payer's Request for CERTIFICATION--UNDER THE PENALTIES OF Part 3 --
Taxpayer Identification PERJURY, I CERTIFY THAT THE INFORMATION Awaiting
Number (TIN) PROVIDED ON THIS FORM IS TRUE, CORRECT TIN [_]
AND COMPLETE.
SIGNATURE _________________ DATE _______
------------------------------------------------------
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 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 (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 payments made to me will be withheld, but that
such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within sixty (60) days.
SIGNATURE ________________________________ DATE ____________________________
MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE
ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR THE SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF THE
COMPANY OR SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY
OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE
FIRST PAGE.
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Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be directed to the Information Agent or the
Dealer Manager at their respective telephone numbers and locations listed
below, and will be furnished promptly at 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:
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
Deutsche Banc Alex. Brown
Deutsche Bank Securities Inc.
130 Liberty Street, 33rd Floor
New York, New York 10006
Call Toll Free: (877) 305-4920
