<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 9)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
DIGITAL LINK CORPORATION
(Name of Subject Company)
DLZ CORP.
VINITA GUPTA
NARENDRA K. GUPTA
GUPTA CHILDREN'S TRUST AGREEMENT
NARENDRA AND VINITA GUPTA LIVING TRUST
THE NAREN AND VINITA GUPTA FOUNDATION
(Bidders)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
253856 10 8
(CUSIP Number of Class of Securities)
------------------------
VINITA GUPTA
DLZ CORP.
P.O. BOX 620154
WOODSIDE, CALIFORNIA 94062-0154
(408) 745-4550
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
------------------------
COPY TO:
CHRISTOPHER KAUFMAN, ESQ.
LATHAM & WATKINS
135 COMMONWEALTH DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 328-4600
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<PAGE>
DLZ Corp., a California corporation ("Purchaser") hereby amends and
supplements its Tender Offer Statement on Schedule 14D-1, as amended (the
"Schedule 14D-1"), filed with the Securities and Exchange Commission on
September 10, 1999, with respect to the offer to purchase any and all of the
shares of Common Stock, no par value per share, of Digital Link Corporation, a
California corporation, for a purchase price of $10.30 per share upon the terms
and subject to the conditions set forth in the Offer to Purchase, as amended and
supplemented by the Supplement thereto, dated November 3, 1999 (the
"Supplement") and in the related Letter of Transmittal. This Amendment No. 9 to
the Schedule 14D-1 also constitutes Amendment No. 9 to the Statement on
Schedule 13D of Purchaser and Vinita Gupta, Narendra Gupta, the Gupta Children's
Trust Agreement, the Narendra and Vinita Gupta Living Trust and The Naren and
Vinita Gupta Foundation. Capitalized terms not defined herein have the meaning
ascribed to them in the Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) The information set forth in the Introduction and under the heading "The
Tender Offer--Section 1. Amended Terms of the Offer" of the Supplement is
incorporated herein by reference.
(c) The information set forth in the Introduction and under the heading "The
Tender Offer--Section 3. Price Range of Shares; Dividends" of the Supplement is
incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth under the heading "The Tender
Offer--Section 1. Amended Terms of the Offer" of the Supplement is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented to
incorporate by reference the information set forth in the entire Supplement and
the revised Letter of Transmittal, copies of which are filed herewith as
exhibits (a)(16) and (a)(17), respectively.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by the
following:
(a)(16) Supplement to Offer to Purchase
(a)(17) Revised Letter of Transmittal
<PAGE>
SIGNATURE
After due 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.
<TABLE>
<S> <C> <C>
Dated: November 3, 1999 DLZ CORP.
By: /s/ VINITA GUPTA
--------------------------------------
Name: Vinita Gupta
Title: President and Chief Executive Officer
GUPTA CHILDREN'S TRUST AGREEMENT
By: /s/ VINITA GUPTA
--------------------------------------
Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
--------------------------------------
Name: Narendra K. Gupta
Title: Trustee
NARENDRA AND VINITA GUPTA LIVING TRUST
By: /s/ VINITA GUPTA
--------------------------------------
Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
--------------------------------------
Name: Narendra K. Gupta
Title: Trustee
THE NAREN AND VINITA GUPTA FOUNDATION
By: /s/ VINITA GUPTA
--------------------------------------
Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
--------------------------------------
Name: Narendra K. Gupta
Title: Trustee
/s/ VINITA GUPTA
---------------------------------------------
Vinita Gupta
/s/ NARENDRA K. GUPTA
---------------------------------------------
Narendra K. Gupta
</TABLE>
<PAGE>
SUPPLEMENT
DLZ CORP.
HAS AMENDED ITS OFFER TO PURCHASE TO INCREASE THE PRICE FOR
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
DIGITAL LINK CORPORATION
TO
$10.85 NET PER SHARE
----------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, NOVEMBER 15, 1999, UNLESS THE
OFFER IS EXTENDED FURTHER.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES OF COMMON STOCK, NO PAR VALUE (THE "SHARES"), WHICH, TOGETHER WITH THE
4,034,687 SHARES (NOT INCLUDING SHARES ISSUABLE UPON EXERCISE OF OUTSTANDING
OPTIONS) BENEFICIALLY OWNED BY DLZ CORP. ("PURCHASER") AND THE GUPTA INVESTORS
ON THE DATE OF PURCHASE, WOULD CONSTITUTE NOT LESS THAN 90% OF THE OUTSTANDING
SHARES ON THE DATE OF PURCHASE (THE "MINIMUM CONDITION"). THE OFFER IS ALSO
SUBJECT TO OTHER TERMS AND CONDITIONS WHICH ARE SET FORTH IN "THE TENDER
OFFER--SECTION 11. CERTAIN CONDITIONS OF THE OFFER" OF THE OFFER TO PURCHASE.
IMPORTANT
Except as otherwise set forth in this Supplement, the Offer continues to be
governed by the terms and conditions set forth in the Offer to Purchase dated
September 10, 1999 and the original BLUE Letter of Transmittal, and the
information contained therein continues to be important to each shareholder's
decision with respect to the Offer. Accordingly, this Supplement should be read
carefully in conjunction with such documents, which have been previously mailed
to shareholders.
Any shareholder desiring to tender all or any portion of such shareholder's
Shares should either (i) complete and sign the original BLUE or the revised
GREEN Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the revised GREEN Letter of Transmittal and mail or deliver it,
together with the certificate(s) evidencing tendered Shares and any other
required documents, to the Depositary (as defined herein) or tender such Shares
pursuant to the procedures for book-entry transfer set forth in "The Tender
Offer--Section 3. Procedure for Tendering Shares" of the Offer to Purchase or
(2) request such shareholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for such shareholder. Any shareholder
whose Shares are registered in the name of a broker, dealer, commercial bank,
trust company or other nominee, must contact such broker, dealer, commercial
bank, trust company or other nominee if such shareholder desires to tender such
Shares. A shareholder who desires to tender Shares and whose certificates
evidencing such Shares are not immediately available, or who cannot comply with
the procedure for book-entry transfer on a timely basis, may tender such Shares
by following the procedure for guaranteed delivery set forth in "The Tender
Offer--Section 3. Procedure for Tendering Shares" of the Offer to Purchase.
Questions or requests for assistance may be directed to MacKenzie Partners,
Inc. (the "Information Agent") at its respective address and telephone numbers
set forth on the back cover of this Supplement. Additional copies of this
Supplement, the Offer to Purchase, the revised GREEN Letter of Transmittal and
the Notice of Guaranteed Delivery may also be obtained from the Information
Agent or from brokers, dealers, commercial banks or trust companies.
November 1, 1999
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO]
<PAGE>
To the Holders of Common Stock of
DIGITAL LINK CORPORATION:
The following information amends and supplements the Offer to Purchase dated
September 10, 1999, as amended (the "Offer to Purchase"), of DLZ Corp., a
California corporation ("Purchaser"). Purchaser is now offering to purchase all
outstanding shares of common stock, no par value (the "Shares"), of Digital Link
Corporation, a California corporation (the "Company"), at the increased price of
$10.85 per Share, net to the seller in cash, without interest thereon (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase, as amended and supplemented by this Supplement, and in the
related Letters of Transmittal (which, as amended or supplemented from time to
time, collectively constitute the "Offer").
Except as otherwise set forth in this Supplement, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all respects
to the Offer, and this Supplement should be read in conjunction with the Offer
to Purchase. Unless the context requires otherwise, capitalized terms used
herein but not otherwise defined herein shall have the meanings ascribed to them
in the Offer to Purchase.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES WHICH, TOGETHER WITH THE 4,034,687 SHARES (NOT INCLUDING SHARES ISSUABLE
UPON EXERCISE OF OUTSTANDING OPTIONS) BENEFICIALLY OWNED BY PURCHASER AND THE
GUPTA INVESTORS ON THE DATE OF PURCHASE, WOULD CONSTITUTE NOT LESS THAN 90% OF
THE OUTSTANDING SHARES ON THE DATE OF PURCHASE (THE "MINIMUM CONDITION"). THE
OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS WHICH ARE SET FORTH IN "THE
TENDER OFFER--SECTION 11. CERTAIN CONDITIONS OF THE OFFER" IN THE OFFER TO
PURCHASE.
Based upon the 8,077,158 Shares outstanding as of October 29, 1999, assuming
no other Shares are issued pursuant to the exercise of options or otherwise
prior to the Effective Time and excluding Shares held by the Gupta Foundation
(which will not be contributed to Purchaser but will be tendered in the Offer),
the number of Shares needed to be purchased pursuant to the Offer to satisfy the
Minimum Condition would be 3,234,756. If other Shares are issued pursuant to the
exercise of Options or otherwise or the number of Shares outstanding is
adjusted, the number of Shares necessary to be purchased pursuant to the Offer
to satisfy the Minimum Condition will change. As of 12:00 midnight New York City
time on October 29, 1999, 2,690,031 Shares had been tendered which, together
with Shares held by Purchaser and the Gupta Family, constitutes approximately
83.5% of the outstanding Shares. In addition, as described below, on
October 29, 1999, a large institutional owner of Shares, which, together with it
affiliates, owns 762,025 Shares, indicated that it was prepared to tender all of
the Shares it beneficially owns if the Offer Price were increased to $10.85 per
share. See Section 1 of this Supplement.
This Offer is being made pursuant to the Agreement and Plan of Merger dated
as of September 3, 1999 (the "Merger Agreement"), between Purchaser and the
Company. Under the terms of the Merger Agreement, if the Minimum Condition is
satisfied, following the purchase of Shares pursuant to the Offer and the
satisfaction of other conditions set forth in the Merger Agreement and in
accordance with the relevant provisions of the California General Corporation
Law (the "CGCL"), Purchaser will merge with the Company (the "Merger"). At the
effective time of the Merger (the "Effective Time"), each outstanding Share
(other than Shares held by shareholders who properly exercise their appraisal
rights in accordance with the CGCL and Shares owned by Purchaser) will be
converted by virtue of the Merger and without any action on the part of the
Company, into the right to receive the Offer Price in cash (the "Merger
Consideration"), without interest thereon. The Merger Agreement is more fully
described in "Special Factors--Section 5. The Merger" in the Offer to Purchase.
Shareholders should follow the procedures for tendering Shares set forth in
"The Tender Offer--Section 3. Procedure for Tendering Shares" in the Offer to
Purchase and Section 2 of this Supplement. Tendering shareholders may use either
the original BLUE Letter of Transmittal and the original PINK Notice of
Guaranteed Delivery accompanying the Offer to Purchase or the revised GREEN
Letter of Transmittal accompanying this Supplement. While the original BLUE
Letter of Transmittal refers to the Offer to Purchase, shareholders using such
document to tender their Shares will nevertheless receive $10.85 for each Share
validly tendered and not withdrawn and accepted for payment pursuant to the
Offer, upon the terms and subject to the conditions of the Offer. Shareholders
who have previously validly tendered and not withdrawn their Shares pursuant to
the Offer are not required to take any further action in order to receive, upon
the terms and subject to the conditions of the Offer, the increased price of
$10.85 per Share with respect to all Shares purchased pursuant to the Offer. See
"The Tender Offer--Section 3. Procedure for Tendering Shares" in the Offer to
Purchase and Section 2 of this Supplement.
THIS SUPPLEMENT, THE OFFER TO PURCHASE AND THE RELATED LETTERS OF TRANSMITAL
CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER.
THE TENDER OFFER
1. AMENDED TERMS OF THE OFFER.
On November 1, 1999, Purchaser increased the price per Share to be paid
pursuant to the Offer from $10.30 per Share to $10.85 per Share, net to the
seller in cash, without interest thereon. Purchaser determined to increase the
tender offer price following contacts between representatives of Purchaser and
representatives of Kopp Investment
<PAGE>
Advisors, Inc., a registered investment advisor ("Kopp"). Purchaser believes
that Kopp is the largest institutional owner of Shares and according to the
latest publicly available report on Form 13F filed by Kopp and its affiliates,
as of June 30, 1999, such entities collectively beneficially owned 762,025
Shares, or approximately 9.4% of the outstanding Shares. In these discussions,
on October 29, 1999, representatives of Kopp indicated to representatives of
Purchaser that Kopp was prepared to tender all of the Shares beneficially owned
by Kopp if the Offer Price were increased to $10.85 per Share.
Upon the terms and subject to the conditions of the Offer, all shareholders
whose Shares are validly tendered and not withdrawn (including Shares tendered
prior to the date of this Supplement) in accordance with the procedures set
forth in "The Tender Offer--Section 3. Procedure for Tendering Shares" in the
Offer to Purchase and Section 2 of this Supplement on or prior to the Expiration
Date (as defined below) will receive the increased price. The term "Expiration
Date" means 12:00 midnight, New York City time, on Monday, November 15, 1999,
unless the Offer is extended further. Purchaser does not presently intend to
extend further the period of time during which the Offer is open.
This Supplement, the revised GREEN Letter of Transmittal and other relevant
materials will be mailed by Purchaser to record holders of Shares whose names
appear on the Company's shareholder lists and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the shareholders list who are listed as
participants in a clearing agency's security position listed for subsequent
transmittal to beneficial owners of Shares.
2. PROCEDURE FOR TENDERING SHARES. "The Tender Offer--Section 3. Procedure
for Tendering Shares" in the Offer to Purchase is amended and supplemented as
follows:
TENDERING SHAREHOLDERS MAY USE THE ORIGINAL BLUE LETTER OF TRANSMITTAL AND
PINK NOTICE OF GUARANTEED DELIVERY THAT WERE PROVIDED WITH THE OFFER TO
PURCHASE. Although the BLUE Letter of Transmittal indicates that the Offer will
expire at 12:00 midnight, New York City time, on Friday, October 15, 1999,
shareholders will be able to tender (or withdraw) their Shares pursuant to the
Offer until 12:00 midnight, New York City time, on Monday, November 15, 1999 (or
such later date to which the Offer may be extended further). TENDERING
SHAREHOLDERS MAY ALSO USE THE REVISED GREEN LETTER OF TRANSMITTAL PROVIDED WITH
THIS SUPPLEMENT.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
3. PRICE RANGE OF SHARES; DIVIDENDS. "The Tender Offer--Section 5. Price
Range of Shares; Dividends" in the Offer to Purchase is amended and supplemented
as follows:
The Shares are traded on the Nasdaq National Market under the symbol "DLNK."
The Company has not declared or paid any cash dividends since the date of the
Offer to Purchase. The reported high and low closing sales prices per Share for
the third quarter of the fiscal year ending December 31, 1999 were $11.125 and
$7.125, respectively. The reported high and low closing sales prices per Share
for the fourth quarter of the fiscal year ending December 31, 1999 through
October 29, 1999, were $10.25 and $9.875, respectively.
On October 29, 1999, the last full trading day prior to the public
announcement of Purchaser's intention to increase the Offer Price, the closing
price for the Shares was $10.25 per Share. Shareholders are urged to obtain a
current market quotation for the Shares.
DLZ CORP.
NARENDRA AND VINITA GUPTA
LIVING TRUST
GUPTA CHILDREN'S TRUST
AGREEMENT
THE NAREN AND VINITA GUPTA
FOUNDATION
VINITA GUPTA
NARENDRA K. GUPTA
November 1, 1999
<PAGE>
Facsimile copies of the original BLUE or revised GREEN Letter of
Transmittal, properly completed and duly executed, will be accepted. The Letter
of Transmittal, certificates for Shares and any other required documents should
be sent or delivered by each shareholder or such shareholder's broker, dealer,
commercial bank, trust company or other nominee to the Depositary, at the
applicable address set forth below:
THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C>
BY MAIL: BY HAND/OVERNIGHT DELIVERY:
WALL STREET STATION RECEIVE WINDOW
P.O. BOX 1023 WALL STREET PLAZA
NEW YORK, NEW YORK 10268-1023 NEW YORK, NEW YORK 10005
</TABLE>
BY FACSIMILE TRANSMISSIONS:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(212) 701-7636
FOR INFORMATION (CALL COLLECT):
(212) 701-7624
Any questions or requests for assistance or additional copies of this
Supplement, the Offer to Purchase, the revised GREEN Letter of Transmittal and
the other tender offer materials may be directed to the Information Agent at the
address and telephone number set forth below. Shareholders may also contact
their broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MACKENZIE PARTNERS, INC.
156 5th Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
Call Toll-free: (800) 322-2885
<PAGE>
SHAREHOLDERS WISHING TO TENDER THEIR SHARES MAY USE EITHER THIS LETTER OF
TRANSMITTAL OR THE BLUE LETTER OF TRANSMITTAL THAT WAS PROVIDED WITH THE OFFER
TO PURCHASE. SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED (AND NOT
WITHDRAWN) SHARES USING THE BLUE LETTER OF TRANSMITTAL NEED NOT TAKE ANY FURTHER
ACTION IN ORDER TO TENDER SUCH SHARES.
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
of
DIGITAL LINK CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED SEPTEMBER 10, 1999
AND THE SUPPLEMENT THERETO
DATED NOVEMBER 1, 1999
of
DLZ CORP.
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THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, NOVEMBER 15, 1999, UNLESS
THE OFFER IS EXTENDED FURTHER.
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THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C>
BY MAIL: BY HAND/OVERNIGHT DELIVERY:
Wall Street Station Receive Window
P.O. Box 1023 Wall Street Plaza
New York, New York 10268-1023 88 Pine Street, 19th Floor
New York, New York 10005
</TABLE>
BY FACSIMILE TRANSMISSIONS:
(for Eligible Institutions only)
(212) 701-7636
FOR INFORMATION (CALL COLLECT):
(212) 701-7624
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL 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 THIS LETTER OF TRANSMITTAL IS COMPLETED.
This revised GREEN Letter of Transmittal or the previously circulated BLUE
Letter of Transmittal is to be completed by shareholders of Digital Link
Corporation (the "Company") if certificates representing Shares (as defined
below) ("Share Certificates") are to be forwarded herewith or, unless an Agent's
Message (as defined in the Offer to Purchase (as defined below)) is utilized, if
delivery of Shares is to be made by book-entry transfer to the Depositary's
account at The Depository Trust Company ("DTC") (hereinafter referred to as the
"Book-Entry Transfer Facility") pursuant to the procedures set forth under the
heading "The Tender Offer--Section 3. Procedure for Tendering Shares" of the
Offer to Purchase or Section 2 of the Supplement (as defined below).
Shareholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other documents required hereby
to the Depositary prior to the Expiration Date (as defined in the Offer to
Purchase), or who cannot comply with the book-entry transfer procedures on a
timely basis, may nevertheless tender their Shares pursuant to the guaranteed
delivery procedure set forth under the heading "The Tender Offer--Section 3.
Procedure for Tendering Shares" of the Offer to Purchase. See Instruction 2.
Delivery of documents to the Book-Entry Transfer Facility in accordance with
such Book-Entry Transfer Facility's procedures does not constitute delivery to
the Depositary.
<PAGE>
<TABLE>
<CAPTION>
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<C> <S>
/ / CHECK HERE IF 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
Account Number Transaction Code Number
/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
Window Ticket No. (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution which Guaranteed Delivery
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</TABLE>
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
<S> <C> <C> <C>
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<CAPTION>
Share Certificate(s) and Share(s) Tendered
(Attach additional list, if necessary)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Number of
Name(s) and Address(es) of Holder(s) Shares Evidenced
(Please fill in, if blank, exactly as Share Certificate by Share Number of Shares
name(s) appear(s) on Share Certificate(s) Number(s)* Certificate(s) Tendered
- ---------------------------------------------------------------------------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total Shares
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by shareholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each Share Certificate delivered to the Depositary are being rendered
hereby. See Instruction 4.
/ / CHECK HERE IF CERTIFICATES HAVE BEEN LOST OR MUTILATED. SEE SECTION 11.
- --------------------------------------------------------------------------------
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to DLZ Corp., a California corporation
("Purchaser"), the above-described shares of Common Stock, no par value per
share (the "Shares"), of Digital Link Corporation, a California corporation (the
"Company"), pursuant to Purchaser's offer to purchase all outstanding Shares at
the increased price of $10.85 per Share (the "Offer Price"), 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 September 10, 1999 (the "Offer to
Purchase"), as amended and supplemented by the Supplement to the Offer to
Purchase dated November 1, 1999 (the "Supplement"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the
Supplement, the Offer to Purchase and the original BLUE Letter of Transmittal,
as each may be amended and supplemented from time to time, constitute the
"Offer"). The Offer is being made in connection with the Agreement and Plan of
Merger, dated as of September 3, 1999 (the "Merger Agreement"), between
Purchaser and the Company.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, the undersigned hereby sells, assigns and transfers to or
upon the order of Purchaser all right, title and interest in and to all the
Shares that are being tendered hereby and any and all other Shares or other
securities issued or issuable in respect thereof on or after September 2, 1999
(a "Distribution") and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (and any
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) deliver
Share Certificates (and any Distributions), or transfer ownership of such Shares
(and any Distributions) on the account books maintained by the Book-Entry
Transfer Facility, together, in any such case, with all accompanying evidences
of transfer and authenticity, to or upon the order of Purchaser, (b) present
such Shares (and any Distributions) for transfer on the books of the Company,
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any Distributions), all in accordance with the
terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints designees of Purchaser as the
attorneys and proxies of the undersigned, each with full power of substitution,
to exercise all voting and other rights of the undersigned in such manner as
each such attorney and proxy or his substitute shall in his sole judgment deem
proper, with respect to all of the Shares tendered hereby which have been
accepted for payment by Purchaser prior to the time of any vote or other action
(and any Distributions), at any meeting of shareholders of the Company (whether
annual or special and whether or not an adjourned meeting) or otherwise. This
power of attorney and proxy are irrevocable, are coupled with an interest in the
Shares tendered hereby, and are granted in consideration of, and effective upon,
the acceptance for payment of such Shares by Purchaser in accordance with the
terms of the Offer. Such acceptance for payment shall revoke any other proxy or
written consent granted by the undersigned at any time with respect to such
Shares (and any Distributions), and no subsequent proxies will be given or
written consents executed by the undersigned (and if given or executed, will not
be deemed effective).
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any Distributions) and that when the same are accepted for payment
by Purchaser, Purchaser will acquire good and unencumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances and not subject
to any adverse claims. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Depositary or Purchaser to be necessary
or desirable to complete the sale, assignment and transfer of the Shares
tendered hereby (and any Distributions). All authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that the tender of Shares pursuant to any one of
the procedures described under the heading "The Tender Offer--Section 3.
Procedure for Tendering Shares" of the Offer to Purchase and in the instructions
hereto will constitute an agreement between the undersigned and Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned
acknowledges that no interest will be paid on the Offer Price for tendered
Shares regardless of any extension of the Offer or any delay in making such
payment.
Unless otherwise indicated in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of any Shares
purchased, and return any Share Certificates evidencing any Shares not tendered
or not purchased, in the name(s) of the undersigned (and, in the case of Shares
tendered by book-entry transfer, by credit to the account at the Book-Entry
Transfer Facility). Similarly, unless otherwise indicated in the box entitled
"Special Delivery Instructions," please mail the check for the purchase price of
any Shares purchased and return any Share Certificates evidencing any Shares not
tendered or not purchased (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that the boxes entitled
<PAGE>
"Special Payment Instructions" and "Special Delivery Instructions" are both
completed, please issue the check for the purchase price of any Shares purchased
and return any Share Certificates evidencing any Shares not tendered or not
purchased in the name(s) of, and mail said check and Share Certificates to, the
person(s) so indicated. The undersigned acknowledges that Purchaser has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if Purchaser does not
accept for payment any of the Shares so tendered.
<PAGE>
- ------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased or Share Certificates evidencing Shares not tendered or not
purchased are to be issued in the name of someone other than the
undersigned, or if Shares tendered hereby and delivered by book-entry
transfer which are not purchased are to be returned by credit to an account
at the Book-Entry Transfer Facility other than that designated above.
Issue: / / Check / / Share / / Certificate(s) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
/ / Credit Shares delivered by book-entry transfer and not purchased to the
account set forth below:
Account Number _____________________________________________________________
- ------------------------------------------------
- ------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased or Share Certificates evidencing Shares not tendered or not
purchased are to be mailed to someone other than the undersigned, or to the
undersigned at an address other than that shown under the undersigned's
signature.
Mail: / / Check / / Share Certificate(s) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
----------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
IMPORTANT
SHAREHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
____________________________________________________________________________
____________________________________________________________________________
SIGNATURE(S) OF HOLDER(S)
Dated: ___________________
(Must be signed by the registered holder(s) exactly as such holder(s)
name(s) appear(s) on the Share Certificate(s) or on a security position
listing or by a person(s) authorized to become the registered holder(s) of
such Share Certificate(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following
information and see Instruction 5.)
Name(s): ___________________________________________________________________
(PLEASE PRINT)
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.: _______________________________________________
Taxpayer Identification or Social Security No.: ____________________________
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
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: _____________________________________________________________________
- --------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, signatures
on all Letters of Transmittal must be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of the Medallion Signature Guarantee Program or by any
other bank, broker, dealer, credit union, savings association or other entity
which is an "eligible guarantor institution," as such term is defined in
Rule 17Ad-5 under the Securities Exchange Act of 1934, as amended (each of the
foregoing constituting an "Eligible Institution"), except in cases where Shares
are tendered (i) by a registered holder of Shares who has not completed either
the box labeled "Special Payment Instructions" or the box labeled "Special
Delivery Instructions" on this Letter of Transmittal or (ii) for the account of
an Eligible Institution. See Instruction 5. If Share Certificates are registered
in the name of a person or persons other than the signer of this Letter of
Transmittal, or if payment is to be made, or a Share Certificate is not accepted
for payment or not tendered are to be returned to, a person other than the
registered holder(s), then the tendered Share Certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Share Certificates, with the
signatures on such Share Certificates or stock powers guaranteed by an Eligible
Institution as provided herein. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter
of Transmittal is to be used if Share Certificates are to be forwarded herewith
or, unless an Agent's Message is utilized, if the delivery of Shares is to be
made by book-entry transfer pursuant to the procedures set forth under the
heading "The Tender Offer--Section 3. Procedure for Tendering Shares" of the
Offer to Purchase. Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof) and any other documents required by this Letter of
Transmittal, or an Agent's Message in the case of a book-entry transfer, must be
received by the Depositary at one of its addresses set forth on the front page
of this Letter of Transmittal by the Expiration Date (as defined in the Offer to
Purchase). Shareholders who cannot deliver their Share Certificates and all
other required documents to the Depositary by the Expiration Date must tender
their Shares pursuant to the guaranteed delivery procedure set forth under the
heading "The Tender Offer--Section 3. Procedure for Tendering Shares" of the
Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by
or through an Eligible Institution; (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by Purchaser,
must be received by the Depositary prior to the Expiration Date; and (c) the
Share Certificates evidencing all tendered Shares, in proper form for tender, or
a confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, in each
case together with a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), with any required signature guarantees
(or, in the case of a book-entry transfer, an Agent's Message), and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three Nasdaq National Market trading days of the date of
execution of such Notice of Guaranteed Delivery, all as provided under the
heading "The Tender Offer--Section 3. Procedure for Tendering Shares" of the
Offer to Purchase.
TENDERING SHAREHOLDERS MAY CONTINUE TO USE THE ORIGINAL BLUE LETTER OF
TRANSMITTAL AND PINK NOTICE OF GUARANTEED DELIVERY THAT WERE PROVIDED WITH THE
OFFER TO PURCHASE. ALTHOUGH THE BLUE LETTER OF TRANSMITTAL INDICATES THAT THE
OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, OCTOBER 15,
1999, SHAREHOLDERS WILL BE ABLE TO TENDER (OR WITHDRAW) THEIR SHARES PURSUANT TO
THE OFFER UNTIL 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, NOVEMBER 15, 1999
(OR SUCH LATER DATE TO WHICH THE OFFER MAY BE FURTHER EXTENDED). TENDERING
SHAREHOLDERS MAY ALSO USE THIS REVISED GREEN LETTER OF TRANSMITTAL PROVIDED WITH
THE SUPPLEMENT.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY, INCLUDING IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted. By
execution of this Letter of Transmittal (or a manually signed facsimile
thereof), all tendering shareholders waive any right to receive any notice of
the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the Share
Certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
4. PARTIAL TENDERS. If fewer than all of the Shares represented by any
Share Certificate delivered to the Depositary are to be tendered, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such case, a new Share Certificate for the remainder of the Shares
represented by the old Share
<PAGE>
Certificate will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the box entitled "Special Delivery Instructions,"
as promptly as practicable following the expiration or termination of the Offer.
All Shares represented by 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 Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificate(s) without alteration, enlargement or any
other change whatsoever.
If any of the 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 Shares tendered hereby are registered in different names on
different Share Certificates, it will be necessary to complete, sign and submit
as many separate Letters of Transmittal as there are different registrations of
Share Certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificate(s) or separate
stock powers are required, unless payment of the purchase price is to be made,
or Share Certificate(s) evidencing Shares not tendered or not purchased are to
be returned, in the name of any person other than the registered holder(s).
Signatures on any such Share Certificate(s) or stock powers must be guaranteed
by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the 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 Share Certificate(s). Signature(s) on any
such Share Certificate(s) or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and proper evidence
satisfactory to Purchaser of the authority of such person to so act must be
submitted.
6. STOCK TRANSFER TAXES. Purchaser will pay any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or Share
Certificates evidencing Shares not tendered or not purchased are to be returned
in the name of, any person other than the registered holder(s) of such Shares,
then 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 person will be deducted from the purchase price unless satisfactory
evidence 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 SHARE CERTIFICATE(S) LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price of any Shares purchased is to be issued, or any Share
Certificate(s) evidencing Shares not tendered or not purchased are to be
returned, in the name of a person other than the person(s) signing this Letter
of Transmittal or if the check or any Share Certificate(s) evidencing Shares not
tendered or not purchased are to be mailed to someone other than the person(s)
signing this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal at an address other than that shown above, the appropriate boxes on
this Letter of Transmittal should be completed. Shareholders tendering Shares by
book-entry transfer may request that Shares not purchased be credited to such
account at the Book-Entry Transfer Facility as such shareholder may designate in
the box entitled "Special Payment Instructions." If no such instructions are
given, any such Shares not purchased will be returned by crediting the account
at the Book-Entry Transfer Facility.
8. SUBSTITUTE FORM W-9. The tendering holder of Shares is required to
provide the Depositary with such holder's correct taxpayer identification number
("TIN") on Substitute Form W-9, which is provided below, unless an exemption
applies. In the case of any holder who has completed the box entitled "Special
Payment Instructions," however, the correct TIN on Substitute Form W-9 should be
provided for the recipient of the payment pursuant to such instructions. Failure
to provide the information on the Substitute Form W-9 may subject the tendering
holder of Shares to a $50 penalty and to 31% federal income tax backup
withholding on the payment of the purchase price for the Shares.
9. FOREIGN HOLDERS. Foreign holders must submit a completed IRS Form W-8
to avoid 31% backup withholding. IRS Form W-8 may be obtained by contacting the
Depositary at its address on the face of this Letter of Transmittal.
<PAGE>
10. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent at its
address and telephone number set forth on the back cover of the Offer to
Purchase. Additional copies of the Offer to Purchase, the Supplement, the
revised GREEN Letter of Transmittal, the Notice of Guaranteed Delivery and other
related materials may be obtained from the Information Agent or from brokers,
dealers, commercial banks and trust companies.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed 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 certificate(s). This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost or destroyed certificates have been followed.
THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE COPY HEREOF
(TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL
OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY
THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO
PURCHASE).
<PAGE>
IMPORTANT TAX INFORMATION
Under the federal income tax law, a holder of Shares whose tendered Shares
are accepted for payment is required by law to provide the Depositary (as payer)
with such holder's correct TIN on Substitute Form W-9 below. The holder of
Shares must also state that (i) such holder has not been notified by the
Internal Revenue Service that such holder 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 holder that such holder is no longer subject
to backup withholding. If the Depositary is not provided with the correct TIN,
the holder of Shares may be subject to a $50 penalty imposed by the Internal
Revenue Service and payments made to such holder may be subject to backup
withholding.
Certain holders of Shares (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.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the holder of Shares. Backup withholding is not an
additional tax. Rather, the tax withheld pursuant to backup withholding rules
will be available as a credit against such holder's tax liabilities. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
WHAT NUMBER TO GIVE THE DEPOSITARY
If the holder of Shares is an individual, the correct TIN is his or her
social security number. In other cases, the correct TIN may be the employer
identification number of the record holder of the Shares tendered hereby. If the
Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
If the tendering holder of Shares has not been issued a TIN and has applied for
a number or intends to apply for a number in the near future, the holder should
write "Applied For" in the space provided for the TIN in Part I of the
Substitute Form W-9, and sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is
written in Part I of the Substitute Form W-9 and the Depositary is not provided
with a TIN within thirty (30) days, the Depositary may withhold 31% of all
payments of the purchase price to such holder until a TIN is provided to the
Depositary.
<PAGE>
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<C> <S> <C>
- -------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I--Taxpayer Identification Social Security Number
FORM W-9 Number--for all accounts, enter OR ------------------------
Department of the Treasury taxpayer identification number Employer Identification Number
Internal Revenue Service in the box at right. (For most
individuals this is your social
security number. If you do not
have a number, see Obtaining a
Number in the enclosed
GUIDELINES.) Certify by signing
and dating below.
Note: If the account is in more (If awaiting TIN write
than one name, see chart in the "Applied For")
enclosed GUIDELINES to
determine which number to give
the payer
----------------------------------------------------------------------------
Payer's Request for Taxpayer PART II--For Payees exempt from backup withholding, see the enclosed
Identification Number (TIN) GUIDELINES and complete as instructed therein.
- -------------------------------------------------------------------------------------------------------------------------
PART III--CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be
issued to me); and
(2) I am not subject to backup withholding either because (a) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (b) 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 subject
to backup withholding because of underreporting interest or dividends on your tax return. However, if, after being
notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you
were no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed
Guidelines.)
SIGNATURE
------------------------------------------------------------------------------------------------------------------------ DATE
------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
</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 WROTE "APPLIED FOR" IN THE
SPACE PROVIDED IN PART I AND YOU ARE AWAITING (OR WILL SOON APPLY FOR) A
TAXPAYER IDENTIFICATION NUMBER
- --------------------------------------------------------------------------------
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 (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security Administration Office or (b) I
intend to mail or deliver an application in the near future. I understand
that, notwithstanding the information I provided in Part I of the Substitute
Form W-9 (and the fact that I have completed this Certificate of Awaiting
Taxpayer Identification Number), if I do not provide a correct taxpayer
identification number to the Depositary within thirty (30) days, 31% of all
reportable payments made to me pursuant to the Offer may be withheld.
SIGNATURE
-------------------------------------------------------------- DATE
---------------------
- --------------------------------------------------------------------------------
<PAGE>
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number listed below. Additional copies of the
Offer to Purchase, the Supplement, the revised GREEN Letter of Transmittal and
other tender offer materials may be obtained from the Information Agent as set
forth below, and will be furnished promptly at the Purchaser's expense. You may
also contact your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
Call Toll-Free (800) 322-2885
