<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
CIMCO, INC.
(Name of Subject Company)
CIMCO, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
171842107
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
RUSSELL T. GILBERT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
265 BRIGGS AVENUE
COSTA MESA, CALIFORNIA 92626
(714) 546-4460
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
On Behalf of the Person(s) Filing Statement)
------------------------
Copies To:
<TABLE>
<S> <C> <C>
NICK E. YOCCA, ESQ. JAMES W. HAMILTON, ESQ. LYLE G. GANSKE, ESQ.
BEN A. FRYDMAN, ESQ. PAUL, HASTINGS, JANOFSKY & WALKER BENJAMIN G. LOMBARD, ESQ.
NICHOLAS J. YOCCA, ESQ. 695 TOWN CENTER DRIVE PATRICK J. LEDDY, ESQ.
STRADLING, YOCCA, CARLSON & RAUTH COSTA MESA, CALIFORNIA 92626 JONES, DAY, REAVIS & POGUE
660 NEWPORT CENTER DRIVE, SUITE 1600 (714) 668-6230 901 LAKESIDE AVENUE
NEWPORT BEACH, CALIFORNIA 92660 CLEVELAND, OHIO 44114
(714) 725-4000 (216) 586-3939
</TABLE>
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<PAGE> 2
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9") filed with the Securities and Exchange Commission on December
27, 1995, by CIMCO, Inc., a Delaware corporation (the "Company"). The Schedule
14D-9 relates to a tender offer (the "Offer") by Hanwest, Inc., a Delaware
corporation (the "Purchaser"), which is a wholly-owned subsidiary of M.A. Hanna
Company, a Delaware corporation (the "Parent"), for all of the outstanding
shares of Common Stock, par value $.01 per share (including the associated
Rights to purchase Series A Participating Preferred Stock under the Company's
Rights Agreement dated December 5, 1992, as amended) for $10.50 per share in
cash. The purpose of this Amendment No. 1 is to amend and supplement Items 8 and
9 of the Schedule 14D-9, as set forth below. All capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On January 5, 1996, there have first been sent, given or published to
persons who are participants in the Company's Employee Stock Ownership Plan or
401(k) Plan, certain forms concerning notice of the Offer and its effects.
Such forms are included as Exhibits hereto and are incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(2) Form of Letter to Participants in the CIMCO Employee Stock
Ownership Plan.*
(a)(3) Form of Letter to Participants in the CIMCO and Subsidiaries
401(k) Plan.**
- --------------------
* Included in copies mailed to participants in the Company's Employee Stock
Ownership Plan.
** Included in copies mailed to participants in the Company's 401(k) Plan.
2
<PAGE> 3
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CIMCO, INC.
RUSSELL T. GILBERT
Date: December 28, 1995 Name: Russell T. Gilbert
Title: President and Chief Executive Officer
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.(a)(2) Form of Letter to Participants in the CIMCO Employee Stock
Ownership Plan.
99.(a)(3) Form of Letter to Participants in the CIMCO and Subsidiaries
401(k) Plan.
4
<PAGE> 1
EXHIBIT 99.(a)(2)
[LETTERHEAD OF CIMCO, INC.]
LETTER TO PARTICIPANTS
IN THE CIMCO EMPLOYEE STOCK OWNERSHIP PLAN
OFFER TO PURCHASE CIMCO, INC. COMMON STOCK
We are enclosing materials being sent to all stockholders of CIMCO, Inc., a
Delaware corporation (the "Company"), relating to a tender offer by Hanwest,
Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of
M.A. Hanna Company, a Delaware corporation, to purchase all outstanding shares
of common stock, $.01 par value per share (the "Common Stock"), including any
associated preferred stock purchase rights (collectively, the "Shares"), of the
Company, for $10.50 per Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in its Offer to Purchase
dated December 27, 1995 (the "Offer to Purchase") and in the related Letter of
Transmittal, which together constitute the "Offer." The Offer is made only
pursuant to the Offer to Purchase and the Letter of Transmittal, copies of
which are enclosed for your information.
===============================================================================
PLEASE NOTE THAT PURSUANT TO THE PLAN AND TRUST (AS DEFINED BELOW), THESE
MATERIALS ARE BEING DELIVERED TO PERSONS PARTICIPATING IN THE PLAN AS OF
APRIL 1994. IF YOU NO LONGER PARTICIPATE IN THE PLAN AND HAVE RECEIVED THE
ENTIRE BALANCE OF YOUR ACCOUNT (AS DEFINED BELOW), PLEASE DISREGARD THESE
MATERIALS. IF YOU HAVE ANY QUESTIONS REGARDING YOUR STATUS AS A PARTICIPANT
IN THE PLAN, PLEASE CONTACT KEN HASTINGS AT THE COMPANY AT 714-546-4460,
EXTENSION 279.
===============================================================================
Under the terms of the CIMCO Employee Stock Ownership Plan (the "Plan") and
the CIMCO Employee Stock Ownership Trust Agreement (the "Trust"), Shares owned
by the Plan are held by Union Bank, the Trustee under the Plan and Trust
("Trustee"), for the benefit of participants of the Plan. This means that
instead of direct ownership of Shares, you, through your account under the Plan
and Trust (the "Account"), have an undivided interest in the Shares owned by
the Trustee, that is, you are a "beneficial" stockholder. Since you are a
beneficial owner of Shares, a copy of the Company's offering materials to its
stockholders is being sent to you. You are urged to examine these materials
carefully. The enclosed Letter of Transmittal, which direct stockholders are
to use, has been enclosed for your information only and cannot be used to
tender Shares held under the Plan.
If you are also a direct stockholder of the Company, you will receive under
separate cover another copy (or copies) of the offering materials which should
be used to tender Shares you own directly if you should choose to do so.
Only the Trustee can tender Shares owned by the Plan and Trust ("Plan
Shares"). The Plan and Trust provide for a pass through to participants of the
decision whether to tender Plan Shares. This letter describes how the Offer
affects your interest under the Plan and sets forth the special procedures that
must be followed in order for you to give valid and timely directions to the
Trustee. AS A PARTICIPANT IN THE PLAN, YOU CAN HAVE SHARES ALLOCATED TO YOUR
ACCOUNT UNDER THE PLAN ("ALLOCATED SHARES") TENDERED ONLY BY FOLLOWING THESE
INSTRUCTIONS. THE TENDER OF ANY OF THESE SHARES WILL NOT RESULT IN A DIRECT
PAYMENT TO YOU; RATHER, PAYMENT WILL BE RECEIVED BY THE TRUSTEE AND WILL AFFECT
YOUR INTEREST IN THE PLAN, AS DESCRIBED BELOW. YOU ALSO MAY DIRECT THE TRUSTEE
NOT TO TENDER OR TO WITHDRAW ANY TENDER YOU HAVE DIRECTED IT TO MAKE.
Before making a decision, you should read carefully the materials in the
enclosed Offer to Purchase and the Tender Instruction Form. The trustee, Union
Bank, makes no recommendation as to whether to tender or to refrain from
tendering.
<PAGE> 2
2
The Offer is conditioned upon, among other things, the holders of at least a
majority of the Shares (on a fully diluted basis) tendering such Shares
pursuant to the Offer (the "Minimum Condition"). See Section 15 of the Offer
to Purchase for a description of the conditions to the Offer. If the Minimum
Condition and the other conditions to the Offer are satisfied and the Purchaser
consummates the Offer, the Company will be merged with and into the Purchaser,
with the Company as the surviving corporation. In connection with the merger,
any Shares that are not tendered in the Offer will be converted automatically
into the right to receive $10.50 per Share, except for Shares held by any
holder which exercises its appraisal rights pursuant to Section 262 of the
Delaware General Corporation Law (see Sections 10 and 16 of the Offer to
Purchase). The Offer to Purchase discusses these matters in detail.
The Trustee will tender Allocated Shares upon the direction of Plan
participants on the enclosed Tender Instruction Form. If you take no action,
none of your Allocated Shares will be tendered by the Trustee. Any Unallocated
Shares held in the Plan and Trust will be tendered or not tendered in
accordance with the directions of the ESOP Committee. It is very important
that you read all of the enclosed materials and follow the instructions
carefully if you wish to direct the Trustee whether to tender any of your
Allocated Shares. THE TRUSTEE WILL TREAT CONFIDENTIALLY YOUR DECISION WHETHER
OR NOT TO DIRECT IT TO TENDER PLAN SHARES AND WILL NOT DISCLOSE IT TO THE
COMPANY.
The cash that is paid for the tendered Allocated Shares will be held by the
Trustee in a money market fund pending reinvestment by the Trustee pursuant to
the Plan.
During the Offer period (and thereafter for so long as legal restrictions
apply), the Trustee will not execute any transactions under the Plan including
purchasing any Shares for the Plan. Instead, the Trustee will accumulate any
of your contributions, Company contributions, and any loan repayments and
invest these amounts in a money market fund pending reinvestment.
NO DISTRIBUTIONS WILL BE MADE FROM YOUR ACCOUNT FOR ANY REASON DURING OR
IMMEDIATELY FOLLOWING THE OFFER PERIOD WHETHER OR NOT YOU DIRECT THE TRUSTEE TO
TENDER SHARES.
If you elect to direct the Trustee to tender your Allocated Shares, the
enclosed Tender Instruction Form must be sent to the Trustee. The address to
which the Form can be mailed or delivered is shown on the reply envelope.
PLEASE NOTE THAT ALTHOUGH THE DEADLINE FOR THE TRUSTEE TO TENDER SHARES IS
12:00 MIDNIGHT, NEW YORK CITY TIME, JANUARY 25, 1996, UNLESS EXTENDED, YOUR
TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE TRUSTEE BY 1:00 P.M.,
CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED.
All questions and requests for assistance should be addressed to Ken
Hastings at the Company at (714) 546-4460, extension 279.
IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER YOUR ALLOCATED SHARES OR NOT TO
TENDER THEM, YOU MUST COMPLETE AND SIGN THE ENCLOSED TENDER INSTRUCTION FORM.
IF YOU DO NOT SIGN THE FORM OR IF YOU DO NOT PROPERLY FILL IT OUT, YOUR
DIRECTIONS WILL NOT BE ACCEPTED AND THE INSTRUCTION FORM, AS WELL AS YOUR
DIRECTIONS, WILL BE VOID.
<PAGE> 3
CIMCO, Inc.
TENDER INSTRUCTION FORM
FOR SHARES IN THE CIMCO EMPLOYEE STOCK OPTION PLAN (THE "PLAN")
[label]
TO UNION BANK, TRUSTEE:
I am a participant in the above-referenced Plan who beneficially owns
Shares, and, as such, I received a copy of the Letter to Participants.
I wish to direct you as follows with respect to my Allocated Shares:
TENDER INSTRUCTIONS
AGREE TO TENDER
____ By checking this space, I direct the Trustee to tender ALL of my
Allocated Shares.
DETERMINE NOT TO TENDER
____ By checking this space, I direct the Trustee NOT to tender any of my
Allocated Shares.
I have read and understand the Offer to Purchase and the Letter To
Participants and I agree to be bound by the terms of the Offer. I hereby direct
Union Bank, as Plan Trustee, to follow the direction set forth above. If I have
directed the Trustee to tender Plan Shares, I understand that the Trustee will
hold and invest the proceeds from the sale of these Shares in a money market
fund pending reinvestment pursuant to the Plan. I understand and declare that
<PAGE> 4
if the tender of Plan Shares directed by me is accepted, the payment received
by the Trustee therefor will be full and adequate compensation for these Plan
Shares in my judgment.
- ------------------------------- ------------------------------------
DATE SIGNATURE OF PARTICIPANT
- ------------------------------- ------------------------------------
SOCIAL SECURITY NUMBER PLEASE PRINT NAME AND ADDRESS
------------------------------------
------------------------------------
------------------------------------
TELEPHONE NO.
NOTE: THIS TENDER INSTRUCTION FORM MUST BE PROPERLY COMPLETED AND SIGNED IF IT
IS TO BE FOLLOWED. IF THE FORM IS NOT SIGNED, THE DIRECTIONS INDICATED WILL
NOT BE ACCEPTED. PLEASE RETURN THIS TENDER INSTRUCTION FORM TO THE TRUSTEE
USING THE PREADDRESSED REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS, BY
1:00 P.M., CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED. IF YOU DO NOT
RETURN THIS FORM BY THE DEADLINE, NO PLAN SHARES WILL BE TENDERED PURSUANT TO
THIS FORM.
YOUR DECISION WHETHER OR NOT TO HAVE SHARES TENDERED WILL BE KEPT CONFIDENTIAL.
<PAGE> 1
EXHIBIT 99.(a)(3)
[LETTERHEAD OF CIMCO, INC.]
LETTER TO PARTICIPANTS
IN THE CIMCO AND SUBSIDIARIES 401(K) PLAN
OFFER TO PURCHASE CIMCO, INC. COMMON STOCK
We are enclosing materials being sent to all stockholders of CIMCO, Inc., a
Delaware corporation (the "Company"), relating to a tender offer by Hanwest,
Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of
M.A. Hanna Company, a Delaware corporation, to purchase all outstanding shares
of common stock, $.01 par value per share (the "Common Stock"), including any
associated preferred stock purchase rights (collectively, the "Shares"), of the
Company, for $10.50 per Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in its Offer to Purchase
dated December 27, 1995 (the "Offer to Purchase") and in the related Letter of
Transmittal, which together constitute the "Offer." The Offer is made only
pursuant to the Offer to Purchase and the Letter of Transmittal, copies of
which are enclosed for your information.
===============================================================================
PLEASE NOTE THAT PURSUANT TO THE PLAN (AS DEFINED BELOW), THESE MATERIALS ARE
BEING DELIVERED TO PERSONS PARTICIPATING IN THE PLAN AS OF SEPTEMBER 30,
1995. IF YOU NO LONGER PARTICIPATE IN THE PLAN AND HAVE RECEIVED THE ENTIRE
BALANCE OF YOUR ACCOUNT (AS DEFINED BELOW), PLEASE DISREGARD THESE MATERIALS.
IF YOU HAVE ANY QUESTIONS REGARDING YOUR STATUS AS A PARTICIPANT IN THE PLAN,
PLEASE CONTACT LAURANCE SIMMONS AT THE COMPANY AT 714-546-4460, EXTENSION
217.
===============================================================================
Under the terms of the CIMCO and Subsidiaries 401(k) Plan (the "Plan"),
Shares owned by the Plan under the Company Stock Fund (the "Fund") are held by
Union Bank, the Trustee under the Plan ("Trustee"), for the benefit of
participants who have allocated a portion of their account under the Plan
("Account") to the Shares. This means that instead of direct ownership of
Shares, you have an undivided interest in the Shares owned by the Trustee, that
is, you are a "beneficial" stockholder. Since you are a beneficial owner of
Shares, a copy of the Company's offering materials to its stockholders is being
sent to you. You are urged to examine these materials carefully. The enclosed
Letter of Transmittal, which direct stockholders are to use, has been enclosed
for your information only and cannot be used by you to tender Shares held under
the Plan.
If you are also a direct stockholder of the Company, you will receive under
separate cover another copy (or copies) of the offering materials which should
be used to tender the Shares you own directly if you should choose to do so.
Only the Trustee can tender Shares owned by the Plan ("Plan Shares"). The
Plan provides for a pass through to participants, acting as "named fiduciaries"
as described below, of the decision whether to tender Plan Shares. This letter
describes how the Offer affects your interest under the Plan and sets forth the
special procedures that must be followed in order for you to give valid and
timely directions to the Trustee. AS A PARTICIPANT IN THE PLAN, YOU CAN HAVE
SHARES BENEFICIALLY OWNED BY YOU UNDER THE PLAN TENDERED ONLY BY FOLLOWING
THESE INSTRUCTIONS. THE TENDER OF ANY OF THESE SHARES WILL NOT RESULT IN A
DIRECT PAYMENT TO YOU; RATHER, PAYMENT WILL BE RECEIVED BY THE TRUSTEE AND WILL
AFFECT YOUR INTEREST IN THE PLAN, AS DESCRIBED BELOW.
The Fund is invested in Shares, but it is valued in dollars. In the past,
you have been provided statements showing the number of Shares allocated to
your Account as of the dates of those statements. The exact
<PAGE> 2
2
number of Shares allocated to your Account during the Offer period will not be
available to the Trustee prior to the expiration of the Offer. However,
because the Plan requires Plan participants to tender all or none of the Shares
allocated to their Account, the Trustee does not need to have this information
available at this time. If the Purchaser consummates the Offer, the Trustee
will receive $10.50 per Share for each Plan Share tendered at your direction
and subsequently these proceeds will be allocated based on the number of Shares
allocated to your Account on the date the Offer is consummated.
Under the Plan, as a participant, you may direct the Trustee to tender all
Shares allocated to your Account by following the procedures described in this
Letter to Participants. You also may direct the Trustee not to tender any such
Shares allocated to your Account or to withdraw any tender you have directed it
to make.
Before making a decision, you should read carefully the materials in the
enclosed Offer to Purchase and the Tender Instruction Form. The trustee, Union
Bank, makes no recommendation as to whether to tender or to refrain from
tendering.
The Offer is conditioned upon, among other things, the holders of at least a
majority of the Shares (on a fully diluted basis) tendering such Shares
pursuant to the Offer (the "Minimum Condition"). See Section 15 of the Offer
to Purchase for a description of the conditions to the Offer. If the Minimum
Condition and the other conditions to the Offer are satisfied and the Purchaser
consummates the Offer, the Company will be merged with and into the Purchaser,
with the Company as the surviving corporation. In connection with the merger,
any Shares that are not tendered in the Offer will be converted automatically
into the right to receive $10.50 per Share, except for Shares held by any
holder which exercises its appraisal rights pursuant to Section 262 of the
Delaware General Corporation Law (see Sections 10 and 16 of the Offer to
Purchase). The Offer to Purchase discusses these matters in detail.
The Trustee will tender Shares upon the direction of Plan participants on
the enclosed Tender Instruction Form. If you take no action, no Shares
allocated to your Account will be tendered by the Trustee, unless the Committee
under the Plan determines, in its fiduciary capacity, that such Shares should
be tendered. Therefore, if you do not want the Shares allocated to your
Account tendered, you should direct the Trustee not to tender them on the
enclosed Tender Instruction Form. It is very important that you read all of
the enclosed materials and follow the instructions carefully if you wish to
direct the Trustee whether to tender any Shares allocated to your Account. THE
TRUSTEE WILL TREAT CONFIDENTIALLY YOUR DECISION WHETHER OR NOT TO DIRECT IT TO
TENDER SHARES ALLOCATED TO YOUR ACCOUNT AND WILL NOT DISCLOSE IT TO THE
COMPANY.
Each Plan participant is a "named fiduciary" (as defined in Section
402(a)(2) of the Employee Retirement Income Security Act of 1974, as amended)
with respect to a decision to direct the Trustee to tender or not tender the
Shares allocated to his or her Account. Fiduciaries under ERISA (including
persons designated as "named fiduciaries") are required to act prudently,
solely in the interest of the Plan participants and beneficiaries, and for the
exclusive purpose of providing benefits to Plan participants and beneficiaries.
By signing, dating and returning the enclosed Tender Instruction Form, you are
accepting your designation under the Plan as a "named fiduciary". You should
therefore exercise your tender rights prudently. You should sign, date and
return a Tender Instruction Form only if you wish to act as "named fiduciary".
If you direct the Trustee to tender the Shares allocated to your Account,
the cash that is paid for the tendered Shares will be held by the Trustee in a
money market fund and then as soon as practicable will be reinvested by the
Trustee in accordance with your current election under the Plan for future
contributions.
During the Offer period (and thereafter for so long as legal restrictions
apply), the Trustee will not execute any transactions under the Fund including
purchasing any Shares for the Fund. Instead, the Trustee will accumulate any
of your contributions, Company contributions, and any loan repayments that you
have directed into the Fund. The Trustee will invest these amounts in a money
market fund, pending re-investment as directed.
BECAUSE A PORTION OF YOUR ACCOUNT IS INVESTED IN THE FUND, NO DISTRIBUTIONS
WILL BE MADE FROM THE PORTION OF YOUR ACCOUNT INVESTED IN THE FUND FOR ANY
REASON (E.G., LOANS, DISTRIBUTIONS ON ACCOUNT OF RETIREMENT, DEATH,
<PAGE> 3
3
DISABILITY OR TERMINATION OF EMPLOYMENT) DURING OR IMMEDIATELY FOLLOWING THE
OFFER PERIOD WHETHER OR NOT YOU DIRECT THE TRUSTEE TO TENDER SHARES.
If you elect to direct the Trustee to tender Shares allocated to your
Account, the enclosed Tender Instruction Form must be sent to the Trustee. The
address to which the Form can be mailed or delivered is shown on the reply
envelope. PLEASE NOTE THAT ALTHOUGH THE DEADLINE FOR THE TRUSTEE TO TENDER
SHARES IS 12:00 MIDNIGHT, NEW YORK CITY TIME, JANUARY 25, 1996, UNLESS
EXTENDED, YOUR TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE TRUSTEE BY 1:00
P.M., CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED.
All questions and requests for assistance should be addressed to Laurance
Simmons at the Company at (714) 546-4460, extension 217.
IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER SHARES ALLOCATED TO YOUR ACCOUNT
OR NOT TO TENDER THEM, YOU MUST COMPLETE AND SIGN THE ENCLOSED TENDER
INSTRUCTION FORM. IF YOU DO NOT SIGN THE FORM OR IF YOU DO NOT PROPERLY FILL
IT OUT, YOUR DIRECTIONS WILL NOT BE ACCEPTED AND THE INSTRUCTION FORM, AS WELL
AS YOUR DIRECTIONS, WILL BE VOID.
<PAGE> 4
CIMCO, Inc.
TENDER INSTRUCTION FORM
FOR SHARES IN THE CIMCO AND
SUBSIDIARIES 401(K) PLAN (THE "PLAN")
[label]
TO UNION BANK, TRUSTEE:
I am a participant in the above-referenced Plan who beneficially owns
Shares, and, as such, I received a copy of the Letter to Participants.
I wish to direct you as follows with respect to Shares allocated to my
Account:
TENDER INSTRUCTIONS
____ By checking this space, I direct the Trustee to tender ALL Shares
allocated to my Account under the Plan.
____ By checking this space, I direct the Trustee NOT to tender any Shares
allocated to my Account under the Plan.
I have read and understand the Offer to Purchase and the Letter To
Participants and I agree to be bound by the terms of the Offer. I hereby direct
Union Bank, as Plan Trustee, to follow the direction set forth above. I
acknowledged and agree that I am acting as a "named fiduciary" in providing
this direction. If I have directed the Trustee to tender Shares allocated to
my Account on my behalf, I understand that the Trustee will hold and invest the
proceeds from the sale of these Shares in a money market fund, to be invested
as soon as practicable in
<PAGE> 5
accordance with my investment election for new contributions, as described in
the Letter to Participants. I understand and declare that if the tender of
Shares allocated to my Account is accepted, the payment received by the Trustee
therefor will be full and adequate compensation for these Shares in my
judgment.
- ------------------------------- ------------------------------------
DATE SIGNATURE OF PARTICIPANT
- ------------------------------- ------------------------------------
SOCIAL SECURITY NUMBER PLEASE PRINT NAME AND ADDRESS
------------------------------------
------------------------------------
------------------------------------
TELEPHONE NO.
NOTE: THIS TENDER INSTRUCTION FORM MUST BE PROPERLY COMPLETED AND SIGNED IF IT
IS TO BE FOLLOWED. IF THE FORM IS NOT SIGNED, THE DIRECTIONS INDICATED WILL
NOT BE ACCEPTED. PLEASE RETURN THIS TENDER INSTRUCTION FORM TO THE TRUSTEE
USING THE PREADDRESSED REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS, BY
1:00 P.M., CALIFORNIA TIME, JANUARY 23, 1996, UNLESS EXTENDED.
YOUR DECISION WHETHER OR NOT TO HAVE SHARES ALLOCATED TO YOUR ACCOUNT TENDERED
WILL BE KEPT CONFIDENTIAL.
IF YOU DO NOT RETURN THIS FORM BY THE DEADLINE, NO PLAN SHARES ALLOCATED TO
YOUR ACCOUNT WILL BE TENDERED BY THE TRUSTEE UNLESS THE COMMITTEE UNDER THE
PLAN DETERMINES OTHERWISE.
YOU WILL BE A "NAMED FIDUCIARY" WITH RESPECT TO ALL SHARES FOR WHICH YOU ARE
ENTITLED TO GIVE INSTRUCTIONS.
