<PAGE>
EXHIBIT 99.(a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
UTILX Corporation
AT
$6.125 Net Per Share
BY
InfrastruX Acquisition, Inc.,
A WHOLLY-OWNED SUBSIDIARY OF
InfrastruX Group, Inc.,
A WHOLLY-OWNED SUBSIDIARY OF
Puget Sound Energy, Inc.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JULY 28, 2000, UNLESS THE OFFER IS EXTENDED.
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The Depositary for the Offer is: ChaseMellon Shareholder Services, L.L.C.
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<S> <C> <C>
By Mail: By Overnight Carrier: By Hand:
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Reorganization Department Reorganization Department Reorganization Department
PO Box 3301 85 Challenger Road 120 Broadway
South Hackensack, NJ 07606 Mail Stop--Reorg 13th Floor
Ridgefield Park, NJ 07660 New York, NY 10271
</TABLE>
Facsimile (for Eligible Institutions only): (201) 296-4293
To confirm by telephone: (201) 296-4860
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED. PLEASE REFER TO INSTRUCTION 9 OF THIS
LETTER OF TRANSMITTAL FOR IMPORTANT INFORMATION REGARDING BACKUP WITHHOLDING
REQUIRED BY THE INTERNAL REVENUE SERVICE AND THE SUBMISSION OF SUBSTITUTE FORM
W-9 TO THE DEPOSITARY.
The undersigned delivers to you the enclosed certificate(s) representing
Shares, details of which are as follows:
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<CAPTION>
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s)
(Please Fill In, If Blank, Exactly As Name(s) Appear(s)
on Share Certificate(s) and Share(s) Tendered Share
Certificate(s)) (Attach Additional List If Necessary) Tendered**
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Total Number Of
Shares Evidenced
Share Certificate By Share
Number(S)* Certificate(S)* Number Of Shares
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<S> <C> <C> <C>
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----------------------------------------------------
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Total Shares
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* Need not be completed by shareholders delivering Shares by
book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares delivered
to the Depositary are being tendered hereby. See Instruction 4.
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</TABLE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE
READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF
TRANSMITTAL CAREFULLY
This Letter of Transmittal is to be completed by shareholders either if
certificates evidencing Shares (as defined below) are to be forwarded herewith
or, unless an Agent's Message (as defined in the Offer to Purchase) is
utilized, if delivery of Shares is to be made by book-entry transfer to an
account maintained by the Depositary at the Book-Entry Transfer Facility (as
defined in and pursuant to the book-entry transfer procedure described in
Section 3 of the Offer to Purchase (as defined below). Shareholders whose
certificates evidencing Shares ("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 Section 1 of the Offer to Purchase) or who cannot complete the
procedure for delivery by book-entry transfer on a timely basis and who wish
to tender their Shares must do so pursuant to the guaranteed delivery
procedure described in Section 3 of the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
The terms and conditions of the Offer are incorporated by reference in this
Letter of Transmittal. Capitalized terms used herein but not defined in this
Letter of Transmittal which are defined in the Offer to Purchase dated June
30, 2000 shall have the meanings set out in the Offer to Purchase.
[_] 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: _____________________________
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to InfrastruX Acquisition, Inc., a Delaware
corporation ("Purchaser"), which is a wholly-owned subsidiary of InfrastruX
Group, Inc., a Washington corporation and a wholly-owned subsidiary of Puget
Sound Energy, Inc., a Washington corporation, the above-described shares of
common stock (the "Shares") of UTILX Corporation, a Delaware corporation (the
"Company"), pursuant to Purchaser's offer to purchase all Shares at $6.125 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated June 30, 2000 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together constitute the "Offer"). The undersigned
understands that Purchaser reserves the right to transfer or assign, in whole
or, from time to time, in part, to one or more of its affiliates, the right to
purchase all or any portion of the Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer and subject to
each shareholder's withdrawal rights, the undersigned hereby irrevocably
deposits and 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 all dividends, distributions (including, without limitation,
distributions of additional Shares), payments, securities, rights, warrants,
assets or other interests which may be accrued, declared, paid, issued,
distributed, made or transferred on or in respect of such Shares on or after
June 30, 2000 (collectively, "Distributions"), and irrevocably constitutes and
appoints ChaseMellon Shareholder Services, L.L.C. (the "Depositary") the true
and lawful agent and attorney-in-fact of the undersigned, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver Share Certificates evidencing such
Shares and all Distributions, or transfer ownership of such Shares and all
Distributions on the account books maintained by a Book-Entry Transfer
Facility, together, in either case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Purchaser, (ii) register or
record, transfer and enter the transfer of such Shares and all Distributions
on the appropriate register of holders maintained by the Company, (iii) vote,
execute and deliver any and all instruments of proxy, authorizations or
consents in respect of any and all such Shares and Distributions, revoke any
such instruments, authorizations or consents given prior to, on, or after the
Effective Date, designate in any such instruments of proxy any person or
persons as the proxy or proxy nominee of the undersigned in respect of such
Shares and Distributions for all purposes including, without limitation, in
connection with any meeting (whether annual, special or otherwise or any
adjournment or adjournments thereof) of holders of securities of the Company,
(iv) execute, endorse and negotiate, for and in the name of and on behalf of
the undersigned with respect to Shares and Distributions, any and all checks
or other instruments respecting any distribution payable to or to the order of
the undersigned and (v) exercise any and all rights of the undersigned with
respect to such Shares and Distributions.
The undersigned acknowledges that, if the Company should declare or pay any
cash dividend or stock dividend or declare, make or pay any other distribution
or payment on, or declare, allot, reserve or issue any securities, rights,
warrants or other interests or distributions with respect to the Shares
tendered herewith, payable or distributable to the shareholders of record on a
record date which is on or after the date of the Offer, then, without
prejudice to Purchaser's rights under Section 15 of the Offer "Conditions of
the Offer", (i) in the case of any such cash dividend, distribution or payment
that does not exceed the purchase price per Share, the purchase price per
Share payable by Purchaser pursuant to the Offer will be reduced by the amount
of any such cash dividend, distribution or payment received in respect of that
Share and (ii) in the case of any such non-cash dividend, distribution,
payment or right, the whole of any such non-cash dividend, distribution or
payment or right, and in the case of any cash dividend, distribution or
payment in an amount that exceeds the purchase price per Share, the whole of
any such cash dividend, distribution or payment, will be received and held by
the depositing shareholder for the account of Purchaser and shall be required
to be promptly remitted and transferred by the depositing shareholder to the
Depositary for the account of Purchaser, accompanied by appropriate
documentation of transfer. The undersigned also acknowledges that pending such
remittance, Purchaser will be entitled to all rights and privileges as the
owner of any such dividend, distribution, payment or right, and may withhold
the entire purchase price payable by Purchaser pursuant to the Offer or deduct
from the purchase price payable by Purchaser pursuant to the Offer the amount
or value thereof, as determined by Purchaser in its sole discretion.
3
<PAGE>
The undersigned hereby irrevocably appoints John Durbin and Stephen McKeon,
and each of them, as the designees of the Purchaser, attorneys-in-fact and
proxies of the undersigned, each with full power of substitution, to vote in
such manner as each such attorney-in-fact and proxy or his or her substitute
shall, in his or her sole discretion, deem proper and otherwise act (by
written consent or otherwise) with respect to all the Shares tendered hereby
which have been accepted for payment by Purchaser prior to the time of such
vote or other action and all Shares and other securities issued in
Distributions in respect of such Shares, which the undersigned is entitled to
vote at any meeting of shareholders of the Company (whether annual or special
and whether or not an adjourned or postponed meeting) or consent in lieu of
any such meeting or otherwise. This proxy and power of attorney is coupled
with an interest in the Shares tendered hereby, is irrevocable and is granted
in consideration of, and is effective upon, the acceptance for payment of such
Shares by Purchaser in accordance with other terms of the Offer. Such
acceptance for payment shall revoke all other proxies and powers of attorney
granted by the undersigned at any time with respect to such Shares (and all
Shares and other securities issued in Distributions in respect of such
Shares), and no subsequent proxy or power of attorney shall be given or
written consent executed (and if given or executed, shall not be effective) by
the undersigned with respect thereto. The undersigned understands that, in
order for Shares to be deemed validly tendered, immediately upon Purchaser's
acceptance of such Shares for payment, Purchaser must be able to exercise full
voting and other rights with respect to such Shares and all Distributions,
including, without limitation, voting at any meeting of the Company's
shareholders then scheduled.
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 all Distributions, that when such 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 security interests,
liens, restrictions, charges and encumbrances, and that none of such Shares
and Distributions will be subject to any adverse claim. The undersigned, upon
request, shall execute and deliver all additional documents deemed to be
necessary or advisable to complete the sale, the assignment and transfer of
the 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 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 Shares tendered hereby, or
deduct from such purchase price, the amount or value of such Distribution as
determined by Purchaser in its sole discretion.
To the extent permitted by law, no authority herein conferred or agreed to
be conferred shall be affected by, and all such authority shall survive, the
death, incapacity, bankruptcy or insolvency of the undersigned. All
obligations of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors, executors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in
the Instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer. Purchaser's acceptance of such Shares for
payment will constitute a binding agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions", please issue the check for the purchase price of all Shares
purchased, and/or return all Share Certificates evidencing Shares not
purchased or not tendered in the name(s) of the registered holder(s) appearing
above under "Description of Shares Tendered". Similarly, unless otherwise
indicated in the box entitled "Special Delivery Instructions", please mail the
check for the purchase price of all Shares purchased and/or all Share
Certificates evidencing Shares not tendered or not purchased (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under "Description of 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 of all
Shares purchased and/or return all Share Certificates evidencing Shares not
purchased or not tendered in the name(s) of, and mail such check and/or Share
Certificates to, the person(s) so
4
<PAGE>
indicated. Unless otherwise indicated herein in the box entitled "Special
Payment Instructions", please credit any Shares tendered hereby and delivered
by book-entry transfer, but which are not purchased, by crediting the account
at the Book-Entry Transfer Facility designated above. The undersigned
recognizes 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 purchase any of the Shares tendered
hereby.
----------------------------------- ----------------------------------
SPECIAL PAYMENT INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS
Instructions 1, 5, 6, AND 7) (See Instructions 1, 5, 6, AND 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price of check for the purchase price of
Shares or Share Certificates evi- Shares purchased or Share Certif-
dencing Shares not tendered or icates evidencing Shares not ten-
not purchased are to be issued in dered or not purchased are to be
the name of someone other than mailed to someone other than the
the undersigned. undersigned, or to the under-
signed at an address other than
Issue[_] Check that shown under "Description of
[_] Share Certificate(s) to: Shares Tendered."
Name _____________________________ Mail [_] Check
(Please Print) [_] Share Certificate(s) to:
Address __________________________ Name _____________________________
(Please Print)
__________________________________
(Zip Code or Postal Code) Address __________________________
__________________________________ __________________________________
(Tax Identification or Social (Zip Code or Postal Code)
Security Number if U.S. Resident)
__________________________________
(Tax Identification or Social
Security Number if U.S. Resident)
----------------------------------- ----------------------------------
[_] CHECK HERE IF ANY OF THE SHARE CERTIFICATES REPRESENTING SHARES THAT YOU
OWN HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 10.
Number, class and series of Shares represented by the lost or destroyed
certificates:_______________
5
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IMPORTANT SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 OR W-8. SEE INSTRUCTION 9)
____________________________________________________________________________
____________________________________________________________________________
(Signature(s) of Holder(s))
Dated: _________________________, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share Certificates 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 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 or Postal Code)
Area Code and Telephone Number:_____________________________________________
Tax Identification or
Social Security No. if U.S. resident:_______________________________________
(See Substitute Form W-9 or W-8)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:_______________________________________________________
Name:_______________________________________________________________________
Name of Firm:_______________________________________________________________
Address:____________________________________________________________________
(Include Zip Code or Postal Code)
Area Code and Telephone Number:_____________________________________________
Dated: _____________________________________________________________________
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6
<PAGE>
INSTRUCTIONS FORMING PART OF THE TERMS AND
CONDITIONS OF THE OFFER.
1. Guarantee Of Signatures. All signatures on this Letter of Transmittal must
be guaranteed by a firm which is a member of a registered national securities
exchange in the United States, the National Association of Securities Dealers,
Inc., or which is a commercial bank or trust company having an office or
correspondent in the United States (each of the foregoing being referred to as
an "Eligible Institution"), unless (i) this Letter of Transmittal is signed by
the registered holder(s) of the Shares (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 Shares)
tendered hereby and such holder(s) has (have) completed neither the box
entitled "Special Payment Instructions" nor the box entitled "Special Delivery
Instructions" on the reverse hereof or (ii) such Shares are tendered for the
account of an Eligible Institution. See Instruction 5.
2. Delivery Of Letter Of Transmittal And Share Certificates. This Letter of
Transmittal is to be used either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if Shares are to be
delivered by book-entry transfer pursuant to the procedure set forth in
Section 3 of the Offer to Purchase. Share Certificates evidencing all
physically tendered Shares, or a confirmation of a book-entry transfer into
the Depositary's account at a Book-Entry Transfer Facility of all Shares
delivered by book-entry transfer as well as a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message in the case of a book-entry
delivery, and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth on this Letter
of Transmittal hereof prior to the Expiration Date (as defined in Section 1 of
the Offer to Purchase). If Share Certificates are forwarded to the Depositary
in multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery. Shareholders whose Share
Certificates are not immediately available, who cannot deliver their 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 Shares pursuant to the
guaranteed delivery procedure described in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by Purchaser,
must be received by the Depositary prior to the Expiration Date; and (iii) the
Share Certificates evidencing all physically delivered Shares in proper form
for transfer by delivery, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered by book-entry transfer, in each case together with a Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantees (or, in the case of book-entry
delivery, an Agent's Message), and any other documents required by this Letter
of Transmittal, must be received by the Depositary within three of The Nasdaq
Stock Market's National Market System trading days after the date of execution
of such Notice of Guaranteed Delivery, all as described in Section 3 of the
Offer to Purchase. 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 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 Shares will be
purchased. By execution of this Letter of Transmittal (or a facsimile hereof),
all tendering shareholders waive any right to receive any notice of the
acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the Share
Certificate numbers, the number of Shares evidenced by such Share Certificates
and the number of 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 Shares evidenced by any Share Certificate
delivered to the Depositary are to be tendered, fill in the
7
<PAGE>
number of Shares which are to be tendered in the box entitled "Number of
Shares Tendered". In such cases, new Share Certificate(s) evidencing the
remainder of the Shares that were evidenced by the Share Certificates
delivered to the Depositary will be sent to the person(s) signing this Letter
of Transmittal, unless otherwise provided in the box entitled "Special
Delivery Instructions" on the reverse hereof, as soon as practicable after the
acceptance for payment of, and payment for, the Shares tendered. All Shares
evidenced 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 Certificates evidencing such Shares without
alteration, enlargement or any other change whatsoever. If any Share tendered
hereby is 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 the names of different holders, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations of such Shares. If this Letter of Transmittal is
signed by the registered holder(s) of the Shares tendered hereby, no
endorsements of Share Certificates or separate stock powers are required,
unless payment is to be made to, or Share Certificates evidencing 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 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). Signatures on such Share
Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered
holder(s) of the 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). Signatures on such Share
Certificate(s) and 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 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 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 of any Shares purchased is to be made to, or
Share Certificate(s) evidencing 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 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 SHARE CERTIFICATES EVIDENCING THE
SHARES TENDERED HEREBY.
7. Special Payment And Delivery Instructions. If a check for the purchase
price of any Shares tendered hereby is to be issued, or Share Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name
of a person other than the person(s) signing this Letter of Transmittal or if
such check or any such Share Certificate is to be sent to someone other than
the person(s) signing this Letter of Transmittal or to the person(s) signing
this Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Shares Tendered" on the reverse hereof, the
appropriate boxes on the reverse of this Letter of Transmittal must be
completed. Shareholders delivering Shares tendered hereby by book-entry
transfer may request that Shares not purchased be credited to such account
maintained at the Book-Entry Transfer Facility as such shareholder may
designate in the box entitled "Special Payment Instructions" on the reverse
hereof. If no such instructions are given, all such Shares not purchased will
be returned by crediting the account at the Book-Entry Transfer Facility.
8
<PAGE>
8. Questions And Requests For Assistance Or Additional Copies. Questions and
requests for assistance may be directed to the Information Agent at its
respective address or telephone number set forth below. Additional copies of
the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained from the Information Agent or from brokers, dealers,
commercial banks or trust companies.
9. Substitute Forms W-9 And W-8. U.S. shareholders must submit Substitute
Form W-9 to the Depositary and non-U.S. shareholders must generally submit
Substitute Form W-8 to avoid 31% backup withholding.
U.S. Shareholders: Under United States federal income tax law, each U.S.
Shareholder (as defined in Section 3 "Procedures for Accepting the Offer and
Tendering Shares" of Offer to Purchase) whose tendered 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. In addition,
payments that are made to such shareholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding. 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. Certain shareholders (including, among others, all corporations and
certain foreign persons) are not subject to these backup withholding and
reporting requirements. For a U.S. shareholder to prevent backup withholding
on payments that are made to a shareholder with respect to Shares purchased
pursuant to the Offer, the shareholder is required to notify the Depositary of
such U.S. shareholder's correct TIN by completing the form below certifying
that the TIN provided on Substitute Form W-9 is correct (or that such
shareholder is awaiting a TIN), and that (i) such shareholder has not been
notified by the Internal Revenue Service that he 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. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions.
Non-U.S. Shareholders: To avoid backup withholding, Non-U.S. shareholders,
(as defined in Section 3 "Procedures for Accepting the Offer and Tendering
Shares" of Offer to Purchase) including individuals, must generally submit a
Substitute Form W-8 to the Depositary, signed under penalties of perjury,
attesting to such shareholder's exempt status. To prevent backup withholding
on payments made to a shareholder with respect to shares purchased pursuant to
the Offer, the Substitute Form W-8 requires a Non-U.S. Shareholder to certify,
under penalties of perjury, that the shareholder (1) is a nonresident alien
individual or a foreign corporation, partnership or trust, and (2) is not an
individual who has been, or who plans to be, present in the United States for
a total of 183 days or more during the calendar year, and (3) is not engaged
and does not plan to be engaged during the year, in a United States trade or
business that has effectively connected gains from transactions with a broker
or barter exchange. Substitute Form W-8 is attached to this Letter of
Transmittal.
10. Lost Certificates. If a Share Certificate has been lost or destroyed,
this Letter of Transmittal should be completed as fully as possible and
forwarded, together with a letter describing the loss, to the Depositary. The
Depositary will assist in making arrangements for the replacement of such
share certificates by referring you to the Company's transfer agent. Please
ensure that you provide your telephone number to the Depositary so that the
Depositary may contact you if required.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, OR AN AGENT'S MESSAGE IN THE CASE OF A BOOK-ENTRY
DELIVERY (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND 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.
9
<PAGE>
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
--------------------------------------------------------------------------------
Part I--Please provide your
Taxpayer Identification ----------------------
SUBSTITUTE Number in the box at right Social security number
Form W-9 and certify by signing and OR
dating below. ----------------------
Department of Employer identification
the Treasury number
Internal --------------------------------------------------------
Revenue Part II--Certification--Under penalties of perjury, I
Service 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 I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of failure to
report all interest or dividends, or the IRS has
notified me that I am no longer subject to backup
withholding.
Payer's Request for --------------------------------------------------------
Taxpayer Part III--Awaiting TIN [_]
Identification --------------------------------------------------------
Number (TIN) Part IV--Exempt [_]
Number(s) --------------------------------------------------------
Certification Instructions--You must cross out item
(2) in Part 2 above if you have been notified by the
IRS that you are subject to backup withholding be-
cause 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). If you are exempt from backup
withholding, check the box in Part 4 above.
Signature: _____________ Date: _________________
--------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty 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, if I do not provide a taxpayer identification number to
the Depositary, 31% of all reportable payments made to me will be withheld,
but will be refunded if I provide a certified taxpayer identification
number within 60 days.
Signature: _________________________ Date: __________________________
--------------------------------------------------------------------------------
NOTE: IF YOU ARE A U.S. SHAREHOLDER, FAILURE TO COMPLETE AND RETURN THIS
FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO
YOU PURSUANT TO THE OFFER. FOR ADDITIONAL DETAILS, PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------
10
<PAGE>
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
--------------------------------------------------------------------------------
Part I--Please provide your
U.S. taxpayer ----------------------
SUBSTITUTE identification number, if Social security number
Form W-8 any, in the box at right. OR
----------------------
Department of Employer identification
the Treasury number
Internal --------------------------------------------------------
Revenue Part II--Certification--Under penalties of perjury, I
Service certify that:
Certificate of [_] For INTEREST PAYMENTS and DIVIDENDS, I am not a
Foreign Status U.S. citizen or resident (or I am filing for a
foreign corporation, partnership, estate or trust).
[_] For BROKER TRANSACTIONS or BARTER EXCHANGES, I (1)
am a nonresident alien individual or a foreign
corporation, partnership or trust, and (2) am not an
individual who has been, or who plans to be, present
in the United States for a total of 183 days or more
during the calendar year, and (3) am not engaged and
do not plan to be engaged during the year, in a
United States trade or business that has effectively
connected gains from transactions with a broker or
barter exchange.
--------------------------------------------------------------------------------
Signature: _________________________ Date: __________________________
--------------------------------------------------------------------------------
NOTE: IF YOU ARE A NON-U.S. SHAREHOLDER, FAILURE TO COMPLETE AND RETURN
THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS
MADE TO YOU PURSUANT TO THE OFFER. THIS FORM MUST BE COMPLETED IN
ACCORDANCE WITH APPLICABLE INSTRUCTIONS AND OTHER REQUIREMENTS.
ADDITIONAL INFORMATION MAY BE FOUND IN THE INSTRUCTIONS TO FORM W-8
AND IN IRS PUBLICATION 515, BOTH OF WHICH ARE AVAILABLE FROM THE
DEPOSITARY ON REQUEST.
--------------------------------------------------------------------------------
11
<PAGE>
The Information Agent for the Offer is:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
(800) 322-2885 (Call Toll-Free)
