LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
The Langer Biomechanics Group, Inc.
Pursuant to the Offer to Purchase
dated January 10, 2001
by
OrthoStrategies Acquisition Corp.
a wholly owned subsidiary of
OrthoStrategies, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY FEBRUARY 8, 2001, UNLESS THE OFFER IS EXTENDED.
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The Depositary for the Offer is:
Registrar and Transfer Company
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By Registered Mail: By Hand Delivery:
10 Commerce Drive 10 Commerce Drive
Cranford, New Jersey 07016 Cranford, New Jersey 07016
By Overnight Courier:
10 Commerce Drive
Cranford, New Jersey 07016
By Facsimile Transmission: Confirm Facsimile by Telephone Only:
(908) 497-2311 (908) 497-2300 x2556
Delivery of this Letter of Transmittal to an address other than as set
forth above, or transmission of an instruction via a facsimile copy number other
than as set forth above, will not constitute a valid delivery to the Depositary.
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed.
<TABLE>
<CAPTION>
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DESCRIPTION OF THE SHARES TENDERED
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<S> <C> <C> <C>
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) appear(s)
on the Certificate(s) or on the security position listing)
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Number Number
of Shares of
Certificate Evidenced by Shares
Number(s)(*) Certificate(s)(*) Tendered(**)
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Total Shares Tendered
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</TABLE>
* Need not be completed by Book-Entry Holders.
** Unless otherwise indicated, it will be assumed that all shares delivered
to the Depositary are being tendered. See Instruction 4.
<PAGE>
This Letter of Transmittal is to be completed by holders of certificates
representing Shares (as such term is defined in the Offer to Purchase) (such
holders of Shares, collectively, the "Holders"), if certificates for Shares are
to be forwarded herewith or, unless an Agent's Message (as defined in the Offer
to Purchase) is utilized, if tenders of Shares are to be made by Book-Entry
Transfer into the account of Registrar and Transfer Company, as Depositary (the
"Depositary"), at The Depository Trust Company (the "Book-Entry Transfer
Facility" or "DTC") pursuant to the procedures set forth in Section 3 --
"Procedures for Tendering Shares" of the Offer to Purchase. Holders who tender
Shares by Book-Entry Transfer are referred to herein as "Book-Entry Holders".
Any Holders who desire to tender Shares and whose certificate(s)
evidencing such Shares (the "Certificates") are not immediately available, or
who cannot comply with the procedures for Book-Entry Transfer described in the
Offer to Purchase on a timely basis, may nevertheless tender such Shares by
following the procedures for guaranteed delivery set forth in Section 3 --
"Procedures for Tendering Shares" of the Offer to Purchase. See Instruction 2 of
this Letter of Transmittal. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
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BOOK-ENTRY TRANSFER (See
Instruction 2)
|_| Check here if shares are being tendered by book-entry transfer 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(s) of Tendering Institution(s):______________________________________
Account Number:___________________________________________________________
Transaction Code Number:__________________________________________________
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PRIOR GUARANTEED DELIVERY
(See Instruction 2)
|_| 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 Holder(s):__________________________________________
Window Ticket Number (if any):____________________________________________
Date of Execution of Notice of Guaranteed Delivery:_______________________
Name of Institution which Guaranteed Delivery:____________________________
Account Number (if delivered by Book-Entry Transfer): ____________________
Transaction Code Number: _________________________________________________
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|_| Check here if tender is being made in respect of lost, mutilated or
destroyed Certificates. See Instruction 9.
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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 OrthoStrategies Acquisition Corp., a New
York corporation ("OrthoStrategies" or "Purchaser"), and wholly owned subsidiary
of OrthoStrategies, Inc., the above-described shares of common stock, par value
$.02 per share (the "Shares"), of The Langer Biomechanics Group, Inc., a New
York corporation ("Langer"), at $1.525 per Share, net to the seller in cash (the
"Share Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated January 10, 2001 and in this related Letter of
Transmittal (which, as they may be amended and supplemented from time to time,
together constitute the "Offer"). The undersigned understands that
OrthoStrategies reserves the right to assign to certain third parties as more
fully described in the Offer 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 Purchaser of its obligations under
the Offer and that any such assignment will in no way prejudice the rights of
tendering Holders to receive payment for the Shares validly tendered (and not
withdrawn) and accepted for payment pursuant to the Offer. This Offer is being
made pursuant to the Tender Offer Agreement, dated as of December 28, 2000 (as
amended from time to time, the "Tender Offer Agreement"), between the Purchaser,
OrthoStrategies, Inc. and Langer.
Subject to, and effective upon, acceptance for payment of, and payment
for, the Shares tendered herewith in accordance with the terms of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Purchaser, 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 securities issued or issuable in
respect of such Shares on or after December 28, 2000 (collectively,
"Distributions"), and irrevocably appoints 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 (a) deliver such
Certificates and all Distributions and transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together with all
accompanying evidences of transfers and authenticity, to or upon the order of
the Purchaser, (b) present such Shares and all Distributions for transfer on the
books of Langer and (c) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Shares and all Distributions, all in accordance
with the terms and subject to the conditions of the Offer as set forth in the
Offer to Purchase.
The undersigned hereby irrevocably appoints, effective as of December 28,
2000, each designee of the Purchaser as such attorney-in-fact and proxy of the
undersigned, with full power of substitution, to vote the Shares as described
below in such manner as each such attorney-in-fact and proxy (or any substitute
thereof) shall deem proper in its sole discretion, and to otherwise act
(including pursuant to written consent) to the full extent of the undersigned's
rights with respect to the Shares and all Distributions tendered hereby and
accepted for payment by the Purchaser prior to the time of such vote or action.
All such proxies shall be considered coupled with an interest in the tendered
Shares and shall be irrevocable and are granted in consideration of, and are
effective upon, the acceptance for payment of such Shares and all Distributions
in accordance with the terms of the Offer. Such acceptance for payment by the
Purchaser shall revoke, without further action, any other proxy or power of
attorney granted by the undersigned at any time with respect to such Shares and
all Distributions and no subsequent proxies or powers of attorney will be given
(or, if given, will not be deemed effective) with respect thereto by the
undersigned. The designees of the Purchaser will, with respect to the Shares for
which the appointment is effective, be empowered to exercise all voting and
other rights as they in their sole discretion may deem proper at any annual,
special, adjourned or postponed meeting of Langer's shareholders, by written
consent or otherwise, and the Purchaser reserves the right to require that, in
order for Shares or any Distributions to be deemed validly tendered, immediately
upon the Purchaser's acceptance for payment of such Shares, the Purchaser must
be able to exercise all rights (including, without limitation, all voting
rights) with respect to such Shares and receive all Distributions.
<PAGE>
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares and all
Distributions tendered hereby and that, when the same are accepted for payment
by the Purchaser, the Purchaser will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances, and the same will not be subject to any adverse claim. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Shares and all Distributions
tendered hereby. In addition, the undersigned shall promptly remit and transfer
to the Depositary for the account of the Purchaser any and all Distributions in
respect of the Shares tendered hereby, accompanied by appropriate documentation
of transfer and, pending such remittance or appropriate assurance thereof, the
Purchaser 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 or value thereof, as
determined by the Purchaser 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 Section 4 -- "Rights of
Withdrawal" of the Offer to Purchase, the tender of the Shares and related
Distributions hereby made is irrevocable.
The undersigned understands that tenders of the Shares pursuant to any of
the procedures described in Section 3 -- "Procedures for Tendering Shares" of
the Offer to Purchase and in the instructions hereto will constitute a binding
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions set forth in 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 Tender Offer 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, the Purchaser 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 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 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 Delivery Instructions and the Special Payment
Instructions are completed, please issue the check for the purchase price and/or
issue any Certificates not so tendered or accepted for payment in the name of,
and deliver said check and/or return such Certificates to, the person or persons
so indicated. Unless otherwise indicated under 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 the Purchaser has no
obligation, pursuant to the Special Payment Instructions, to transfer any Shares
from the name(s) of the registered holder(s) thereof if the Purchaser does not
accept for payment any of the Shares so tendered.
<PAGE>
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SPECIAL PAYMENT INSTRUCTIONS*
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if Certificate(s) that are not tendered or that are
not purchased, including as a result of proration, and/or the check for the
purchase price of Shares purchased are to be issued in the name of someone other
than the undersigned, or if Shares tendered by Book-Entry Transfer which are not
accepted for payment are to be returned by credit to an account maintained at
the Book-Entry Transfer Facility other than that designated.
Issue check and Certificate(s) to:
Name:___________________________________________________________________________
(Please Type or Print)
Address: _______________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Tax Identification or Social Security No.)
(See Substitute Form W-9 Included Herewith)
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SPECIAL DELIVERY INSTRUCTIONS*
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if Certificate(s) that are not tendered or that are
not purchased and/or the check for the purchase price of Shares purchased are to
be sent to someone other than the undersigned, or to the undersigned at an
address other than that shown above.
Mail check and Certificate(s) to:
Name:___________________________________________________________________________
(Please Type or Print)
Address: _______________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Tax Identification or Social Security No.)
(See Substitute Form W-9 Included Herewith)
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|_| Credit Shares tendered by Book-Entry Transfer that are not accepted for
payment to the Book-Entry Transfer Facility account designated below.
(DTC Account No.) _________________________
* Signature Guarantee required
Book-Entry Transfers should be processed through the DTC ATOP System.
<PAGE>
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IMPORTANT
HOLDER(S) SIGN HERE (See
Instructions 1 and 5)
(Please Complete Substitute Form W-9 Contained Herein)
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Signature(s) of Holder(s)
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Date: ___________________, 2001
(Must be signed by registered Holder(s) exactly as name(s) appear(s) on
Certificate(s) or on a security position listing or by person(s) authorized to
become registered Holder(s) by Certificate(s) and documents transmitted with
this Letter of Transmittal. If signature is by trustee(s), executor(s),
administrator(s), guardian(s), attorney(s)-in-fact, officers of corporations or
other person(s) acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.)
Name(s):________________________________________________________________________
(Please Print)
Capacity (Full Title):__________________________________________________________
Address:________________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Daytime Area Code and Telephone No.)
________________________________________________________________________________
(Tax Identification or Social Security No:)
GUARANTEE OF SIGNATURE(S) ( See
Instructions 1 and 5)
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
(Please Type or Print)
Title:__________________________________________________________________________
Name of Firm:___________________________________________________________________
Address:________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:_________________________________________________
Date: _______________________, 2001
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<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Signature Guarantee. Except as otherwise provided below, all signatures
of a Holder on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a 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"). Signatures on this
Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal
is signed by the registered Holder(s) (which term, for purposes of this
document, includes any participant in the Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of Shares) of the
Shares tendered herewith and such Holder(s) has not completed the box entitled
either "Special Payment Instructions" or "Special Delivery Instructions" on this
Letter of Transmittal or (b) if such Shares are tendered for the account of an
Eligible Institution. See Instruction 5 of this Letter of Transmittal.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry
Confirmations. This Letter of Transmittal must be received by the Depositary at
its address set forth herein prior to the Expiration Date (as defined in the
Offer to Purchase).
Holders 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 or who cannot complete the procedures for Book-
Entry Transfer on a timely basis may nevertheless tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedure set forth in Section 3 -- "Procedures for
Tendering Shares" of the Offer to Purchase. Pursuant to such procedure: (i) such
tender must be made by or through an Eligible Institution; (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form provided by the Purchaser, must be received by the Depositary prior to the
Expiration Date; and (iii) Certificates, as well as a Letter of Transmittal (or
copy thereof), properly completed and duly executed with any required signature
guarantees (or, in the case of a book-entry delivery, an Agent's Message (as
defined in the Offer to Purchase)), and all other documents required by this
Letter of Transmittal must be received by the Depositary within three business
days after the date of execution of such Notice of Guaranteed Delivery. If
Certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal (or copy thereof) must
accompany each such delivery.
The method of delivery of this Letter of Transmittal, the Shares,
Certificates and all other required documents, including delivery through the
Book-Entry Transfer Facility, is at the option and risk of the tendering Holder,
and the delivery will be deemed made only when actually received by the
Depositary (including, in the case of Book-Entry Transfer, by Book-Entry
Confirmation (as defined in the Offer to Purchase)). 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 Holders, by execution of this
Letter of Transmittal (or a copy hereof), waive any right to receive any notice
of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided under "Description of Shares
Tendered" is inadequate, the share Certificate numbers and/or the number of
Shares should be listed on a separate schedule and attached hereto.
4. Partial Tenders (Applicable to Certificate Holders Only; Not Applicable
to Shares Which are Tendered by Book-Entry Transfer). If fewer than all the
Shares evidenced by any Certificate submitted 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 cases, new Certificate(s) evidencing the remainder of the
Shares that were evidenced by Certificate(s) delivered to the Depositary will be
sent to the person signing this Letter of Transmittal, unless otherwise provided
in the box entitled "Special Delivery Instructions" on this Letter of
Transmittal, as soon 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; 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 the Shares.
If this Letter of Transmittal or any Certificate or stock power is signed
by a trustee, executor, administrator, 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 evidence satisfactory to the
Depositary and the Purchaser of such person's authority so to act must be
submitted.
<PAGE>
If this Letter of Transmittal is signed by the registered Holder(s) of the
Shares transmitted hereby, no endorsements of Certificate(s) or separate stock
powers are required unless payment is to be made to, or Certificate(s)
evidencing the Shares not tendered or purchased are to be issued in the name of,
a person other than the registered Holder(s). Signatures on such Certificate(s)
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(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered Holder(s) appear(s) on such
Certificate(s). Signatures on such Certificate(s) or stock powers must be
guaranteed by an Eligible Institution.
6. Transfer Taxes. Except as otherwise provided in this Instruction 6, the
Purchaser will pay or cause to be paid any transfer taxes 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 of any Shares purchased is to be made
to or, in the circumstances permitted hereby, if Certificate(s) for the Shares
not tendered or purchased are to be registered in the name of, any person other
than the registered holder, or if tendered Certificate(s) 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 or
such person) payable on account of the transfer to such person will be deducted
from the purchase price for such Shares if satisfactory evidence of the payment
of such taxes, or exemption therefrom, is not submitted.
Except as 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 a check for the purchase
price is to be issued in the name of, and/or Certificates for the Shares not
tendered or not accepted for payment are to be issued in the name of, a person
other than the signer of this Letter of Transmittal or if a check and/or such
Certificates for Shares are to be mailed to someone 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. A
Book-Entry Holder may request that Shares not accepted for payment be credited
to such account maintained at the Book-Entry Transfer Facility as such
Book-Entry Holder may designate under "Special Payment Instructions". If no such
instructions are given, such Shares not accepted for payment will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.
8. Requests for Assistance or Additional Copies. Questions or requests for
assistance may be directed to, or additional copies of the Offer to Purchase,
this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials may be obtained from, the Information Agent at its address set
forth on the back cover of the Offer to Purchase or from your broker, dealer,
commercial bank or trust company.
9. Lost, Mutilated or Destroyed Certificates. If any Certificates have
been lost, mutilated or destroyed, the Holder should promptly notify the
Depositary by checking the box immediately preceding the special payment/special
delivery instructions and indicating the number of Shares lost, mutilated or
destroyed. The Holder will then be instructed as to the procedure to be followed
in order to replace the relevant Certificates. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost,
mutilated or destroyed Certificates have been followed.
Important: This Letter of Transmittal or a copy hereof, together with
certificates or confirmation of book-entry transfer and all other
required documents or the notice of guaranteed delivery must be
received by the Depositary prior to the Expiration Date.
IMPORTANT TAX INFORMATION
Under the "backup withholding" provisions of federal tax law, the
Depositary may be required to withhold 31% of the purchase price of Shares
purchased pursuant to the Offer. To prevent backup withholding, each tendering
shareholder should complete and sign the Substitute Form W-9 included in this
Letter of Transmittal and either: (a) provide the shareholder's correct taxpayer
identification number ("TIN") and certify, under penalties of perjury, that the
TIN provided is correct (or that such shareholder is awaiting a TIN), and that
(i) the shareholder has not been notified by the Internal Revenue Service
("IRS") that the shareholder is subject to backup withholding as a result of
failure to report all interest or dividends, or (ii) the IRS has notified the
shareholder that the shareholder is no longer subject to backup withholding; or
(b) provide an adequate basis for exemption. If "Applied for" is written in Part
I of the substitute Form W-9, the Depositary will retain 31% of any payment of
the purchase price for tendered Shares during the 60-day period following the
date of the Substitute Form W-9. If the shareholder furnishes the Depositary
with his or her TIN within 60 days of the date of the Substitute W-9, the
Depositary will remit such amount retained during the 60-day period to the
shareholder and no further amounts will be retained or withheld from any payment
made to the shareholder thereafter. If, however, the shareholder has not
provided the Depositary with his or her TIN within such 60-day period, the
Depositary will remit such previously-retained amounts to the IRS as backup
withholding and shall withhold 31% of any payment of the purchase price for the
tendered Shares made to the shareholder thereafter unless the shareholder
furnishes a TIN to the Depositary prior to such payment. In general, an
individual's TIN is the individual's Social Security number. If a certificate
for tendered Shares is registered in more than one name or is not in the name of
the actual owner, consult the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report. If the Depositary is not provided with the correct TIN or an
adequate basis for exemption, the shareholder may be subject to a $50 penalty
imposed by the IRS and
<PAGE>
backup withholding at a rate of 31%. Certain holders (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. In order to satisfy the
Depositary that a foreign individual qualifies as an exempt recipient, such
foreign individual must submit a statement (generally, IRS Form W-8), signed
under penalties of perjury, attesting to that individual's exempt status. A form
for such statements can be obtained from the Depositary.
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how an individual who does not
have a TIN can obtain one and how to complete the Substitute Form W-9 if Shares
are held in more than one name), consult the Guidelines of the IRS for
Certification of Taxpayer Identification Number on Substitute Form W-9 attached
to this Letter of Transmittal.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 31% of the amount of any payments for such Shares. Backup withholding
is not an additional federal income tax. Rather, the federal income tax
liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained, provided the appropriate information is furnished to the
IRS.
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PAYOR: ORTHOSTRATEGIES ACQUISITION CORP.
--------------------------------------------------------------------------------
SUBSTITUTE Name ________________________________________________
Form W-9 Address _____________________________________________
(Number and Street)
Department of
the Treasury _____________________________________________________
Internal (City) (State) (Zip Code)
Revenue Service
Check appropriate box:
Request for Individual[_] Corporation[_]
Taxpayer Identification
Number (TIN) Partnership[_] Other (specify)[_]
and Certification -----------------------------------------------------
PART I. -- Please provide your SSN: _______________
taxpayer identification number or
in the space at right. If EIN: _______________
awaiting TIN, write "Applied
For."
-----------------------------------------------------
Part II. -- For payees exempt from backup
withholding. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W- 9."
-----------------------------------------------------
Part III. -- CERTIFICATION -- UNDER PENALTIES OF
PERJURY, I CERTIFY THAT: (1) The number shown on this
form is my correct Taxpayer Identification Number (or
I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either
because: (a) I have not been notified by the IRS that
I am subject to backup withholding as a result of a
failure to report all interests or dividends, or (b)
the IRS has notified me that I am no longer subject
to backup withholding.
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Signature ________________________________________________ Date: _______________
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<PAGE>
Certification Instructions
You must cross out item (2) above if you have been notified by the
IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were
subject to backup withholding
you received notification from the IRS that
you are no longer subject to backup
withholding, do not cross out item (2).
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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 to the payor within 60 days, 31% of all
reportable payments made to me will be withheld.
Signature:____________________________________ Date:____________________________
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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.
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number set forth below. Additional copies of
the Offer to Purchase, this Letter of Transmittal or other related tender offer
materials may be obtained from the Information Agent.
The Information Agent for the Offer is:
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
Call Toll Free (800) 322-2885
Email: [email protected]
