<PAGE>
Exhibit (a)(1)(B)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
MERIDIAN INSURANCE GROUP, INC.
Pursuant to the Offer to Purchase Dated August 31, 2000
by
Meridian Insurance Group Acquisition Corporation
a wholly owned subsidiary of
American Union Insurance Company
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 29, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier Delivery: By Hand:
Post Office Box 3301 85 Challenger Road-Mail Drop-Reorg 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Ridgefield Park, NJ 07660 New York, NY 10271
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
</TABLE>
By Facsimile Transmission:
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE
THE SUBSTITUTE FORM W-9 PROVIDED BELOW. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE COMPLETING THIS LETTER OF
TRANSMITTAL.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name(s) and Address(es) of Registered Owner(s) Common Share Certificate(s) and
(Please fill-in, if blank, exactly as name(s) Common Shares Tendered
appear on Certificate(s)) (Attach additional list, if necessary)
----------------------------------------------------------------
Total Number of
Common Shares
Common Share Represented Number of
Certificate by Common Share Common Shares
Number(s) * Certificate(s) * Tendered **
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
Total Number of
Common Shares
----------------------------------------------------------------------------------------------------------------
* Need not be completed by shareholders delivering Common Shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Common Shares evidenced by each Common Share
Certificate delivered to the Depositary are being tendered hereby. See Instruction 4.
----------------------------------------------------------------------------------------------------------------
</TABLE>
1
<PAGE>
[_] Check here if any of the certificates representing Common Shares that you
own have been lost or destroyed. See instruction 9. Number of common shares
represented by the lost or destroyed certificates: _______
This Letter of Transmittal is to be completed by shareholders of
Meridian Insurance Group, Inc. either if certificates ("Common Share
Certificates") representing shares of common stock, no par value, of
Meridian Insurance Group, Inc. ("Common Shares") are to be forwarded
herewith or, unless an Agent's Message (as defined below) is utilized, if
delivery of Common Shares is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company (the "Book-Entry
Transfer Facility" pursuant to the book-entry transfer procedures set forth
in Section 3 -- "Procedures for Accepting the Offer and Tendering Common
Shares" of the Offer to Purchase (as defined below). DELIVERY OF DOCUMENTS
TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY
TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
Shareholders whose Common Share Certificates are not immediately
available or who cannot deliver all documents required hereby to the
Depositary prior to the Expiration Date (as defined in the Offer to
Purchase) or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis and who wish to tender their Common Shares must
do so pursuant to the guaranteed delivery procedure described in
"Procedures for Tendering Common Shares" of the Offer to Purchase. See
Instruction 2.
[_] CHECK HERE IF TENDERED COMMON SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING.
Name of Tendering Institution: ____________________________________
Check Box of Book-Transfer Facility: [_] The Depository Trust Company
Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________
[_] CHECK HERE IF TENDERED 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 No. (if any)_________________________________________________
Date of Execution of Notice of Guaranteed Delivery:________________________
Name of Institution which Guaranteed Delivery:_____________________________
The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates representing
Common Shares tendered hereby. The certificates and number of Common Shares that
the undersigned wishes to tender should be indicated in the appropriate boxes.
[_] CHECK HERE IF TENDER IS BEING MADE PURSUANT TO LOST, STOLEN, DESTROYED OR
MUTILATED SECURITIES. SEE INSTRUCTION 11.
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Meridian Insurance Group Acquisition
Corporation ("Purchaser"), an Illinois corporation and a wholly owned subsidiary
of American Union Insurance Company ("Parent"), an Illinois stock insurance
company, the above-described shares of common stock, no par value (the "Common
Shares") of Meridian Insurance Group, Inc., an Indiana corporation (the
"Company"), pursuant to Purchaser's offer to purchase all outstanding Common
Shares, at a price of $20.00 per share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated August 31, 2000 (the "Offer to Purchase"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"). The undersigned
understands that Purchaser reserves the right to transfer or assign, in whole or
in part from time to time, to one or more of its affiliates the right to
purchase all or any portion of the Common Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Common 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, Purchaser all right, title and interest in and to all the Common
Shares that are being tendered hereby and all dividends, distributions
(including, without limitation, distributions of additional Common Shares) and
rights declared, paid or distributed in respect of such Common Shares on or
after August 31, 2000 (collectively, "Distributions"), and irrevocably appoints
ChaseMellon Shareholder Services, L.L.C., (the "Depositary") the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Common 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 Common Share Certificates evidencing such Common Shares and all
Distributions, or transfer ownership of such Common Shares and all Distributions
on the account books maintained by the Book-Entry Transfer Facility, together,
in either case, with all accompanying evidences of transfer and authenticity, to
or upon the order of Purchaser, (ii) present such Common Shares 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
Common Shares and all Distributions, all in accordance with the terms of the
Offer.
If, on or after the date of the Offer to Purchase, the Company should declare
or pay any dividend on the Common Shares, other than regular quarterly
dividends, or make any distribution (including, without limitation, the issuance
of additional Common Shares pursuant to a stock dividend or stock split, the
issuance of other securities or the issuance of rights for the purchase of any
securities) with respect to the Common Shares that is payable or distributable
to shareholders of record on a date prior to the transfer to the name of
Purchaser or its nominee or transferee on the Company's stock transfer records
of the Common Shares purchased pursuant to the Offer, then, without prejudice to
Purchaser's rights under Sections 1 and 14 of the Offer to Purchase, (i) the
purchase price per Common Share payable by Purchaser pursuant to the Offer will
be reduced by the amount of any such cash dividend or cash distribution and (ii)
any such non-cash dividend, distribution or right to be received by the
tendering shareholders will be received and held by such tendering shareholders
for the account of Purchaser and will be required to be promptly remitted and
transferred by each such tendering shareholder to the Depositary for the account
of Purchaser, accompanied by appropriate documentation of transfer. Pending such
remittance and subject to applicable law, Purchaser will be entitled to all
rights and privileges as owner of any such non-cash dividend, distribution or
right and may withhold the entire purchase price or deduct from the purchase
price the amount or value thereof, as determined by Purchaser in its sole
discretion.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Gregory M. Shepard, Tracy M. Shepard and Merrick C. Hayes and each of
them, as the attorneys and proxies of the undersigned, each with full power of
substitution, to the full extent of the undersigned's rights with respect to the
Common Shares tendered by the undersigned and accepted for payment by Purchaser
(and any and all Distributions). All such proxies shall be considered coupled
with an interest in the tendered Common Shares. This appointment will be
effective if, when, and only to the extent that Purchaser accepts such Common
Shares for payment pursuant to the Offer. Upon such acceptance for payment, all
prior proxies given by the undersigned with respect to such Common Shares,
Distributions and other securities will, without further action, be revoked, and
no subsequent proxies may be given. The individuals named above as proxies will,
with respect to the Common Shares, Distributions and other securities for which
the appointment is effective, be empowered to exercise all voting and other
rights of the undersigned as they, in their sole discretion, may deem proper at
any annual, special, adjourned or postponed meeting of Company shareholders, by
written consent or otherwise, and Purchaser reserves the right to require that,
in order for Common Shares, Distributions or other securities to be deemed
validly tendered, immediately upon Purchaser's acceptance for payment of such
Common Shares, Purchaser or Purchaser's designees must be able to exercise full
voting rights with respect to such Common Shares.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Common Shares
tendered hereby and all Distributions, that the undersigned own(s) the Common
Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended ("Rule 14e-4"), that such tender of
Common Shares complies with Rule 14e-4 and that when such Common Shares 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 that none of such Common
Shares and Distributions will be subject to any adverse claim. The undersigned,
upon request, shall execute and deliver all additional documents deemed by the
Depositary or Purchaser to be necessary
3
<PAGE>
or desirable to complete the sale, assignment and transfer of the Common 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 Common 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 Common Shares tendered hereby, or deduct from such
purchase price, the amount or value of such Distribution as determined by
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, executors, personal and legal representatives, administrators,
trustees in bankruptcy, successors and assigns of the undersigned. Except as
stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Common Shares pursuant to any one
of the procedures described in Section 3 --"Procedures for Accepting the Offer
and Tendering Common Shares" of the Offer to Purchase and in the instructions
hereto will constitute the undersigned's acceptance of the terms and conditions
of the Offer. Purchaser's acceptance for payment of Common Shares tendered
pursuant to the Offer will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions of the
Offer. The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, Purchaser may not be required to accept for payment any
of the Common Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price and/or return any
Common Share Certificates evidencing Common Shares not tendered or accepted for
payment, in the name(s) of the registered holder(s) appearing above under
"Description of Common Shares Tendered." Similarly, unless otherwise indicated
in the box entitled "Special Delivery Instructions," please mail the check for
the purchase price of all Common Shares purchased and all Common Share
Certificates evidencing Common Shares not tendered or not purchased (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under "Description of Common 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 and/or return any Common Share Certificates for Common Shares not
purchased or not tendered or accepted for payment in the name(s) of, and mail
such check and/or return such Common Share Certificates to, the person(s) so
indicated. Unless otherwise indicated herein in the box entitled "Special
Payment Instructions," please credit any Common Shares tendered hereby and
delivered by book-entry transfer, but which are not purchased, by crediting the
account at the Book-Entry Transfer Facility. The undersigned recognizes that
Purchaser has no obligation, pursuant to the instructions in the box entitled
"Special Payment Instructions," to transfer any Common Shares from the name of
the registered holder(s) thereof if Purchaser does not purchase any of the
Common Shares tendered hereby.
4
<PAGE>
<TABLE>
<S> <C>
------------------------------------------------------- ------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1,5,6 and 7) (See Instructions 1,5,6 and 7)
To be completed ONLY if the check for the purchase To be completed ONLY if Common Share Certificates
price of Common Shares or Common Share Certificates tendered and/or Common Share Certificates evidencing
evidencing Common Shares not tendered or not Common Shares not tendered or not purchased are to
purchased are to be issued in the name of someone be mailed to someone other than that the undersigned,
other than the undersigned, or if the Common Shares or to the undersigned at a address other than that
delivered by book-entry transfer which are not shown under "Description of Common Shares Tendered."
purchased are to be returned by credit to an account
maintained at a Book-Entry transfer Facility other
than that designated above.
Issue [_] Check [_] Common Share Certificate to: Mail [_] Check [_] Common Share Certificate to:
Name________________________________________________ Name________________________________________________
(Please Print) (Please Print)
Address:____________________________________________ Address:____________________________________________
____________________________________________________ ____________________________________________________
(Include Zip Code) (Include Zip Code)
____________________________________________________ ____________________________________________________
Recipient's Taxpayer Identification Recipient's Taxpayer Identification
or Social Security Number or Social Security Number
(Also Complete Substitute Form W-9 Below) (Also Complete Substitute Form W-9 Below)
[_] Credit unpurchased Common Shares delivered by
book-entry transfer to the Book-Entry transfer
Facility account set forth below:
Check box:
[_] The Depository Trust Company
____________________________________________________
(ACCOUNT NUMBER)
------------------------------------------------------- ------------------------------------------------------
</TABLE>
5
<PAGE>
--------------------------------------------------------------------------------
IMPORTANT
SHAREHOLDERS: SIGN HERE
(Please Complete Substitute Form W-9 Included Herein)
______________________________________________________________________________
______________________________________________________________________________
(Signature(s) of Holder(s))
Dated:__________________, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Common Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and If documents
transmitted herewith. signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or other persons acting
in a fiduciary or representative capacity, please provide the following
information. See Instruction 5.)
Name(s):______________________________________________________________________
______________________________________________________________________________
(Please print)
Capacity (full title):________________________________________________________
Address:______________________________________________________________________
______________________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone No.:__________________________________________
Taxpayer Identification or Social Security No.:_______________________________
(Complete Substitute Form W-9
Included Herein)
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 No.:__________________________________________________
Dated:__________________, 2000
FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW
--------------------------------------------------------------------------------
6
<PAGE>
INSTRUCTIONS
Forming Part Of The Terms And Conditions Of The Offer
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm which is a
bank, broker, dealer, credit union, savings association or other entity that is
a member in good standing of the Securities Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"). No signature
guarantee is required on this Letter of Transmittal (i) if this Letter of
Transmittal is signed by the registered holder(s) (which term, for purposes of
this document, shall include any participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Common Shares)
of Common Shares tendered herewith, unless such holder(s) has (have) completed
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" herein or (ii) if such Common Shares are
tendered for the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Common Share Certificates. This
Letter of Transmittal is to be used either if Common Share Certificates are to
be forwarded herewith or if Common Shares are to be delivered by book-entry
transfer pursuant to the procedure set forth in Section 3 -- "Procedures for
Accepting the Offer and Tendering Common Shares" of the Offer to Purchase.
Common Share Certificates evidencing all tendered Common Shares, or confirmation
of the book-entry transfer of such Common Shares into the Depositary's account
at the Book-Entry Transfer Facility pursuant to the procedures set forth in
Section 3 --"Procedures for Accepting the Offer and Tendering Common Shares" of
the Offer to Purchase, together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message) and
any other documents required by this Letter of Transmittal, must be received by
the Depositary at one of its addresses set forth herein prior to the Expiration
Date. If Common Share Certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery. Delivery of documents to the Book-Entry Transfer
Facility in accordance with the Book-Entry Transfer Facility's Procedures does
not constitute delivery to the Depositary.
Shareholders whose Common Share Certificates are not immediately available,
who cannot deliver their Common Share Certificates and all other required
documents to the Depositary prior to the Expiration Date or who cannot complete
the procedure for delivery by book-entry transfer on a timely basis may tender
their Common Shares pursuant to the guaranteed delivery procedure described in
Section 3 -- "Procedures for Accepting the Offer and Tendering Common 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
Purchaser herewith, must be received by the Depositary prior to the Expiration
Date and (iii) the Common Share Certificates, in proper form for transfer, or a
confirmation of a book-entry transfer of such Common Shares into the
Depositary's account at the Book-Entry Transfer Facility, together with a
properly completed and duly executed Letter of Transmittal (or 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 documents required by
this Letter of Transmittal, must be received by the Depositary within three (3)
National Association of Securities Dealers, Inc. trading days after the date of
execution of the Notice of Guaranteed Delivery, all as described in Section 3 -
- "Procedures for Accepting the Offer and Tendering Common Shares" of the Offer
to Purchase.
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 (as defined in the Offer to Purchase), which states that
the Book-Entry Transfer Facility has received an express acknowledgment from the
participant in such Book-Entry Transfer Facility tendering the Common Shares
that such participant has received and agrees to be bound by the terms of this
Letter of Transmittal and that Purchaser may enforce such agreement against the
participant.
The method of delivery of this Letter of Transmittal, Common Share
Certificates and all other required documents, including delivery through the
Book-Entry Transfer Facility, is at the sole option and risk of the tendering
shareholder, and the delivery will be deemed made only when actually received by
the Depositary. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and no
fractional Common Shares will be purchased. By execution of this Letter of
Transmittal (or a facsimile hereof), all tendering shareholders waive any right
to receive any notice of the acceptance of their Common Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Common Shares Tendered" is inadequate, the Common Share Certificate number, the
total number of Common Shares represented by such Common Share Certificates and
the number of Common Shares tendered should be listed on a separate schedule and
attached hereto.
7
<PAGE>
4. Partial Tenders (not applicable to shareholders who tender by book-entry
transfer). If fewer than all the Common Shares evidenced by any Common Share
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of shares of Common Shares which are to be tendered in the column
entitled "Number of Common Shares Tendered" in the above "Description of Common
Shares Tendered". In such cases, new Common Share Certificate(s) evidencing the
remainder of the Common Shares that were evidenced by the Common Share
Certificate(s) delivered to the Depositary herewith will be sent to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Delivery Instructions," as soon as practicable after the
expiration or termination of the Offer. All Common Shares evidenced by Common
Share 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 Common
Shares tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the Common Share Certificate(s) evidencing
such Common Shares without alteration, enlargement or any other change
whatsoever. DO NOT SIGN THE BACK OF THE COMMON SHARE CERTIFICATES.
If any Common Shares tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Common Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Common Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Common Shares tendered hereby, no endorsements of Common Share Certificates or
separate stock powers are required, unless payment is to be made to, or Common
Share Certificates evidencing Common Shares not tendered or not purchased are to
be issued in the name of, a person other than the registered holder(s), in which
case, the Common Share Certificate(s) evidencing the Common Shares tendered
hereby must be endorsed or accompanied by appropriate stock powers, in either
case signed exactly as the name(s) of the registered holder(s) appear(s) on such
Common Share Certificate(s). Signatures on such Common Share Certificate(s) and
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 Common Shares tendered hereby, the Common Share Certificate(s)
evidencing the Common Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Common Share Certificate(s). Signatures
on such Common Share Certificate(s) and stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any Common Share Certificates 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 such person's authority so to act must be
submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Common Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any Common Shares purchased is to be
made to, or Common Share Certificate(s) evidencing Common Shares not tendered or
not purchased are to be issued in the name of, a person other than the
registered holder(s), the amount of any stock transfer taxes (whether imposed on
the registered holder(s), such other person or otherwise) payable on account of
the transfer to such other person will be deducted from the purchase price of
such Common 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 Common Share Certificates evidencing the Common Shares tendered
hereby.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Common Shares tendered hereby is to be issued, or Common Share
Certificate(s) evidencing Common Shares not tendered or not purchased are to be
issued, in the name of a person other than the person(s) signing this Letter of
Transmittal or if such check or any such Common Share Certificate is to be sent
to someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal but at an address other than that
shown in the box entitled "Description of Common Shares Tendered," the
appropriate boxes on this Letter of Transmittal must be completed. Shareholders
tendering Common Shares by book-entry transfer may request that Common Shares
not purchased be credited to such account maintained at the Book-Entry Transfer
Facility as such stockholder may designate in the box entitled "Special Payment
Instructions" hereof. If no such instructions are given, all such Common Shares
not purchased will be returned by crediting the account at the Book-Entry
Transfer Facility as the account from which such Common Shares were delivered.
8. Waiver of Conditions. The conditions of the Offer may be waived, in whole
or in part, by Purchaser, in its sole discretion, at any time and from time to
time, in the case of any Common Shares tendered.
9. Questions and Requests for Assistance or Additional Copies. Questions and
requests for assistance may be directed to the Information Agent at its
respective address or telephone number set forth below. Additional copies of the
Offer to Purchase, this Letter of Transmittal and other tender offer materials
may be obtained from the Information Agent and copies will be furnished
8
<PAGE>
promptly at Purchaser's expense. No fees or commissions will be paid to brokers,
dealers or other persons (other than the Information Agent) for soliciting
tenders of Common Shares pursuant to the Offer.
10. Substitute Form W-9. Each tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such shareholder is not subject to backup withholding of federal income tax. If
a tendering shareholder has been notified by the Internal Revenue Service that
such shareholder is subject to backup withholding, such shareholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
shareholder has since been notified by the Internal Revenue Service that such
shareholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering shareholder to
a 31% federal income tax withholding on the payment of the purchase price of all
Common Shares purchased from such shareholder and additional penalties,
including those set forth below under "IMPORTANT TAX INFORMATION." If the
tendering shareholder has not been issued a TIN and has applied for one or
intends to apply for one in the near future, such shareholder 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. If "Applied For" is written in
Part 1 and the Depositary is not provided with a TIN within 60 days, the
Depositary will withhold 31% on all payments of the purchase price to such
shareholder until a TIN is provided to the Depositary.
11. Lost, Stolen, Destroyed or Mutilated Common Share Certificates. If any
Common Share Certificates have been lost, destroyed, mutilated or stolen, the
shareholder should promptly notify the Depositary. The shareholder will then be
instructed as to the steps that must be taken in order to replace the Common
Share Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed Common Share
Certificates have been followed. In order to facilitate replacement, contact
Harris Trust & Savings bank at (800) 573-4048.
IMPORTANT: This Letter of Transmittal (or facsimile hereof), properly
completed and duly executed (together with any required signature guarantees and
Common Share Certificates or confirmation of book-entry transfer and all other
required documents) or a properly completed and duly executed Notice of
Guaranteed Delivery, must be received by the Depositary prior to the Expiration
Date.
IMPORTANT TAX INFORMATION
Under the federal income tax law, a shareholder whose tendered Common Shares
are accepted for payment is required by law to provide the Depositary (as payer)
with such shareholder's correct TIN on Substitute Form W-9 below. If such
shareholder is an individual, the TIN is such shareholder's social security
number. If the Depositary is not provided with the correct TIN, the shareholder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
payments that are made to such shareholder with respect to Common Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%. In
addition, if a shareholder makes a false statement that results in no imposition
of backup withholding, and there was no reasonable basis for such a statement, a
$500 penalty may also be imposed by the Internal Revenue Service.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. A shareholder should consult his or her tax advisor as
to such shareholder's qualification for an exemption from backup withholding and
the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the shareholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If 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 shareholder with
respect to Common Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of such shareholder's correct TIN by
completing the form below certifying (a) that the TIN provided on Substitute
Form W-9 is correct (or that such shareholder is awaiting a TIN), and (b) that
(i) such shareholder has not been notified by the Internal Revenue Service that
such shareholder is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified such shareholder that such shareholder is no longer subject to backup
withholding.
9
<PAGE>
What Number to Give the Depositary
The shareholder is required to give the Depositary the social security number
or employer identification number of the record holder of the Common Shares
tendered hereby. If the Common 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 shareholder has not been
issued a TIN and has applied for a number or intends to apply for a number in
the near future, the shareholder 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. If "Applied For" is written in Part 1 and the Depositary is
not provided with a TIN within 60 days, the Depositary will withhold 31% of all
payments of the purchase price to such shareholder until a TIN is provided to
the Depositary.
10
<PAGE>
ALL TENDERING STOCKHOLDERS MUST COMPLETE THE FOLLOWING:
PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C>
SUBSTITUTE Part 1:Taxpayer Identification Number--For all _________________________________
FORM W-9 accounts, enter your Taxpayer Identification Number Social Security Number
in the box at right. (For most individuals, this
Department of the is your social security number. If you do not have OR
Treasury Internal a number, see "Obtaining a Number" in the enclosed ________________________________
Revenue Service "Guidelines for Certification of Taxpayer Taxpayer Identification Number
Identification Number of Substitute Form W-9
("Guidelines")). Certify by signing and dating (If awaiting TIN write "Applied For")
Payor's Request for below. Note: If the account is in more than one
Taxpayer Identification name, see the chart in the enclosed Guidelines to
Number ("TIN") determine which number to give the payer.
-------------------------------------------------------------------------------------------------
Part 2 - For Payees exempt from Backup Withholding, see the enclosed Guidelines and
complete as instructed herein.
---------------------------------------------------------------------------------------------------------------------------
CERTIFICATE - 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 because: (a) I am exempt from backup
withholding; or (b) I have not been notified by the IRS that I am subject to backup
withholding as a result of a failure to report all interest or dividends or (c) the
IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return. If you are exempt from
backup withholding, check the box in Part 5 below.
---------------------------------------------------------------------------------------------------------------------------
Signature _____________________________________________________ Date:_____________ , 2000
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
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 FOLLOWING CERTIFICATE IF YOU WRITE "APPLIED FOR" IN
THE SPACE PROVIDED FOR THE TIN IN PART 1 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 mailed or delivered an application to
receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number by the time of payment, 31% of all
reportable payments made to me will be withheld.
Signature______________________________ Date_____________________________
_______________________________________
Name (Please Print)
--------------------------------------------------------------------------------
11
<PAGE>
Any questions and requests for assistance may be directed to the
Information Agent at its telephone numbers and location listed below. Additional
copies of the Offer to Purchase, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be obtained from the Information Agent at its address
and telephone numbers set forth below. Holders of Common Shares may also
contact their broker, dealer, commercial bank or trust company or other nominee
for assistance concerning the Offer.
The Information Agent for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
44 Wall Street
7th Floor
New York, New York 10005
FOR FURTHER INFORMATION
CALL TOLL-FREE (888) 451-6741
August 31, 2000
12
