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Exhibit (a)(1)(L)
Amended Letter of Transmittal
to Tender Shares of Common Stock
of
MERIDIAN INSURANCE GROUP, INC.
Pursuant to the Supplement to the Offer to Purchase Dated August 31, 2000
by
Meridian Insurance Group Acquisition Corporation
a wholly owned subsidiary of
American Union Insurance Company
50% owned by Gregory M. Shepard and 50% owned by Tracy N. Shepard
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON FRIDAY, OCTOBER 20, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
By Mail: By Overnight Courier By Hand:
Post Office Box 3301 Delivery: 120 Broadway, 13th Floor
South Hackensack, NJ 85 Challenger Road-Mail New York, NY 10271
07606 Drop-Reorg Attn: Reorganization
Attn: Reorganization Ridgefield Park, NJ 07660 Department
Department Attn: Reorganization
Department
By Facsimile Transmission:
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
DELIVERY OF THIS AMENDED 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 AMENDED LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND
COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED BELOW. THE INSTRUCTIONS ACCOMPANYING
THIS AMENDED LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE COMPLETING
THIS LETTER OF TRANSMITTAL.
DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Common Share Certificate(s) and
Registered Owner(s) Common Shares Tendered
(Please fill-in, if blank, exactly (Attach additional list, if necessary)
as name(s)
-------------------------------------------------------------------------------
appear on Certificate(s)) Total Number
of Common
Shares
Represented
Common Share Number of
Certificate Common Shares
Number(s)* By Common Tendered**
Share
Certificate(s)*
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
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.
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[_]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 Amended 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), as amended by the Supplement (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 Supplement) 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, as amended by the Supplement. 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
AMENDED LETTER OF TRANSMITTAL CAREFULLY.
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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, which in turn is wholly owned by Gregory M. Shepard and
Tracy N. Shepard, 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
2,985,769 of the outstanding Common Shares, at a price of $25.00 per share,
net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Supplement dated September 18, 2000
(the "Supplement") to the Offer to Purchase, dated August 31, 2000 (the "Offer
to Purchase"), receipt of both of which is hereby acknowledged, and in this
Amended 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 September 18, 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 Supplement, 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, as
amended by the Supplement, (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 Amended 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.
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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 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, as amended by the Supplement, 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, as amended by the
Supplement, 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, as amended by the
Supplement, 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
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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.
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 To be completed ONLY if Common
for the purchase price of Common Share Certificates tendered and/or
Shares or Common Share Common Share Certificates
Certificates evidencing Common evidencing Common Shares not
Shares not tendered or not tendered or not purchased are to
purchased are to be issued in the be mailed to someone other than
name of someone other than the that the undersigned, or to the
undersigned, or if the Common undersigned at an address other
Shares delivered by book-entry than that shown under "Description
transfer which are not purchased of Common Shares Tendered."
are to be returned by credit to an
account maintained at a Book-Entry
transfer Facility other than that
designated above.
Mail [_] Check [_] Common Share
Certificate to:
Name ______________________________
Issue [_] Check [_] Common Share (Please Print)
Certificate to:
Address:___________________________
-----------------------------------
Name ______________________________ (Include Zip Code)
(Please Print)
-----------------------------------
Address:___________________________ Recipient's Taxpayer
----------------------------------- Identification
(Include Zip Code) or Social Security Number
-----------------------------------
(Also Complete Substitute Form W-9
Below)
Recipient's Taxpayer
Identification
or Social Security Number
(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)
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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
documents transmitted herewith. If 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.: ______________________________________________
Date: _________________________, 2000
FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW
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INSTRUCTIONS
Forming Part Of The Terms And Conditions Of The Offer
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Amended 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 Amended Letter of
Transmittal (i) if this Amended 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 Amended Letter of Transmittal and Common Share
Certificates. This Amended 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, as amended by the Supplement. 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, as amended by the Supplement, together with a properly completed
and duly executed Amended 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 Amended 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 Amended 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, as amended by the Supplement.
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 Amended 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
Amended 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, as amended by the Supplement.
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 Supplement), 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
Amended Letter of Transmittal and that Purchaser may enforce such agreement
against the participant.
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The method of delivery of this Amended 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 Amended
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.
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 Amended 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 Amended Letter of Transmittal, Stock Powers and
Endorsements. If this Amended 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 Amended 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 Amended Letters of Transmittal as there are different registrations
of such Common Shares.
If this Amended 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 Amended 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.
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If this Amended 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
Amended 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
Amended Letter of Transmittal or to the person(s) signing this Amended 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 Amended
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, the Supplement, this Amended Letter of Transmittal and
other tender offer materials may be obtained from the Information Agent and
copies will be furnished 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.
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<PAGE>
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 Amended 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 Amended 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.
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.
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<PAGE>
ALL TENDERING STOCKHOLDERS MUST COMPLETE THE FOLLOWING:
PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Part 1: Taxpayer -----------------------
SUBSTITUTE Identification Number--For Social Security Number
Form W-9 all accounts, enter your OR
Department of the Taxpayer Identification -----------------------
Treasury Number in the box at Taxpayer
Internal Revenue right. (For most Identification Number
Service individuals, this is your
social security number. If
you do not have a number,
see "Obtaining a Number"
in the enclosed
"Guidelines for
Certification of Taxpayer
Identification Number of
Substitute Form W-9"
("Guidelines")). Certify
by signing and dating
below. Note: If the
account is in more than
one name, see the chart in
the enclosed Guidelines to
determine which number to
give the payer.
Payor's Request for (If awaiting TIN write
Taxpayer "Applied For")
Identification
Number ("TIN") ------------------------------------------------------
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.
Part 2--For Payees exempt from Backup Withholding,
see the enclosed Guidelines and complete as
instructed herein.
(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.
------------------------------------------------------
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
SIGNATURE _________________________ DATE _____, 2000
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)
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<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 Supplement, the Amended 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
September 18, 2000
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