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EXHIBIT (a)(7)
LETTER OF TRANSMITTAL
To Accompany Certificates for Shares of Common Stock
of Legend Properties, Inc.
(Please Read the Attached Instructions Carefully)
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DESCRIPTION OF CERTIFICATES SURRENDERED
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CERTIFICATE(S) ENCLOSED
(ATTACH ADDITIONAL LIST IF NECESSARY)
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NAME(S) AND ADDRESS(ES) OF REGISTERED OWNERS CERTIFICATE NUMBER
(PLEASE FILL IN IF BLANK) NUMBER(S) OF SHARES
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TOTAL NUMBER
OF SHARES
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TO: BOSTON EQUISERVE, AS PAYING AGENT
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BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
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Equiserve Securities Transfer and Reporting Services, Inc. Equiserve
Corporate Actions c/o Equiserve Attn: Corporate Actions
P.O. Box 8029 100 William Street/Galleria 150 Royall Street
Boston, MA 02266-8029 New York, NY 10038 Canton, MA 02021
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In connection with the merger (the "Merger") with and into Legend
Properties, Inc., a Delaware corporation (the "Company"), of LP Acquisition
Corp. ("Mergerco"), a Delaware corporation formed by RGI Holdings, Inc., the
holder of approximately 80% of the Company's outstanding Common Stock, $.01 par
value (the "Common Stock") for the purpose of consummating the Merger, with the
Company being the surviving corporation (the "Surviving Corporation"), pursuant
to the Agreement and Plan of Merger dated as of January 6, 2000 (the "Merger
Agreement"), which Merger became effective on August 31, 2000, the undersigned
hereby deposits and surrenders the above-described stock certificate(s) formerly
representing shares of Common Stock of the Company in exchange for a check for
$0.50, without interest, for each share of Common Stock surrendered, in
accordance with the Merger Agreement and instructions specified below.
The undersigned hereby represents and warrants that (i) the undersigned
has full power and authority to surrender the certificate(s) representing the
shares of Common Stock set forth above and (ii) the undersigned has good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances, and not subject to any adverse claim or right. The undersigned
will, upon request, execute and deliver any additional documents deemed by you
or the Surviving Corporation to be necessary or desirable to complete the
surrender and exchange of such Common Stock certificate(s).
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligations of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, legal and personal representatives, successors and assigns of
the undersigned.
The undersigned understands that the delivery and surrender of the
certificate(s) representing Common Stock shall be effected, and risk of loss and
title to such certificate(s) shall pass, only upon proper delivery to the Paying
Agent of such certificate(s) and this Letter of Transmittal, duly completed and
signed, together with all accompanying evidence of authority in form
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satisfactory to the Surviving Corporation and other required documents and
payments of any transfer or other taxes. All questions as to validity, form and
eligibility of the surrender of certificate(s) hereunder will be determined by
the Surviving Corporation, and such determination shall be final and binding on
the stockholders.
Please issue a check for the cash to which the undersigned is entitled
in the name in which the former shares of Common Stock owned by the undersigned
have been recorded on the books of the Company and deliver the same or mail to
the address of record, unless other instructions as to identity of the
registered holder or mailing address are indicated.
PLEASE SIGN HERE (See General Instruction 3)
X Date
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X
---------------------------------- Telephone Number, Including
(Signature(s) of Owner(s) Area Code ( )
and Capacity ----------------
Signature(s) of registered holder(s) must be signed by registered
holder(s) exactly as name appears on certificate(s) or by person(s) authorized
to sign certificate(s) and document(s) transmitted.
Signature(s) Guaranteed by: (See General Instruction 3)
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(AUTHORIZED SIGNATURE)
PLEASE COMPLETE ATTACHED FORM W-9. IF A PERSON HAS BEEN
INDICATED UNDER "SPECIAL ISSUANCE INSTRUCTIONS"
BELOW, SUCH PERSON MUST COMPLETE A FORM W-9.
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TO BE COMPLETED BY ALL PERSONS SURRENDERING SHARES OF COMMON STOCK
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TAXPAYER IDENTIFICATION NUMBER
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Please provide your Taxpayer [ ]
Identification Number or Social
Security Number in the box at the
right and certify by signing and
dating below.*
Date: , 2000
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Sign
Here:
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* IRS rulings require a 31% withholding on any cash distributions for which a
Social Security Number or Taxpayer Identification Number has not been
provided. See Instruction 7.
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FILL IN ONLY IF CHECK(S) ARE TO BE ISSUED OR MAILED TO
OTHER THAN NAME AND ADDRESS OF RECORD AS SHOWN ABOVE
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 4A) (See Instruction 4B)
To be completed ONLY if checks are to be issued in To be completed ONLY if checks are to be sent to
the name of someone other than the person or persons someone other than the person or persons whose
whose signature(s) appears on the face of this Letter signature(s) appears on the face of this Letter of
of Transmittal or issued to a record address Transmittal or to an address other than that shown
different from that shown in the box entitled in the box entitled "Description of Certificate(s)
"Description of Certificate(s) Surrendered" on the Surrendered" on the face of this Letter of
face of this Letter of Transmittal.* Transmittal.
Name: Name:
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(Please Print) (Please Print)
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(Please Print) (Please Print)
Address: Address:
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Zip Code Zip Code
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Employer Identification or Social Security No. Employer Identification or Social Security No.
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*IRS rulings require a 31% withholding on any cash distributions for which a
Social Security or Taxpayer Identification Number has not been provided. See
Instruction 7.
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GENERAL INSTRUCTIONS
FOR DEPOSIT AND SURRENDER OF CERTIFICATE(S)
FORMERLY REPRESENTING SHARES OF COMMON STOCK OF LEGEND PROPERTIES, INC.
1. THE COMPLETION OF LETTER OF TRANSMITTAL AND DEPOSIT
AND SURRENDER OF CERTIFICATES
This Letter of Transmittal ("Letter of Transmittal") must be properly
filled out, executed and mailed or delivered, accompanied by the certificate(s)
representing the shares of Common Stock to be deposited and surrendered in the
manner indicated, to Boston Equiserve, as Paying Agent (the "Paying Agent"), at
the address set forth on the front of the Letter of Transmittal. No checks may
be delivered to a former Company stockholder until a properly completed Letter
of Transmittal, accompanied by the certificate(s) for shares of Common Stock to
be deposited and surrendered and other documents, if required, have been
received by the Paying Agent.
2. METHOD OF DELIVERY
The method of delivery of certificate(s) for shares of Common Stock to
be deposited and surrendered to the Paying Agent, at the address set forth on
the front of the Letter of Transmittal, is at the option and risk of the
depositing and surrendering former stockholder. Delivery will be deemed
effective only when received by the Paying Agent at such address. If the
certificate(s) is sent by mail, then registered mail, properly insured, is
suggested. A return envelope is enclosed for convenience of transmittal.
3. SIGNATURE AND ENDORSEMENT
A. CHECK(S) IN SAME NAME(S). If any check(s) is to be issued in the
name of the registered holder of the deposited and surrendered certificate(s),
such deposited and surrendered certificate(s) need not be endorsed and the
signature on the Letter of Transmittal need not be guaranteed.
B. CHECK(S) IN NEW NAME(S). If any check(s) is to be issued in a name
different from that in which the deposited and surrendered certificate(s) is
registered, such deposited and surrendered certificate(s) must be endorsed or
accompanied by an appropriate stock power, with the signature guaranteed by a
commercial bank, trust company, credit union or savings and loan that is a
member of the Medallion Signature Guarantee Program or by a member firm of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. The signature on the Letter of Transmittal also must
be guaranteed in the same manner.
C. PERSONS ACTING IN A FIDUCIARY CAPACITY. Letters of Transmittal
executed by trustees, executors, administrators, guardians, officers of
corporations, attorneys-in-fact or others acting in a fiduciary or
representative capacity must indicate such capacity and must be accompanied by
proper evidence of the signer's authority to act.
D. JOINT OWNERS; DIFFERENT NAMES. If any of the certificate(s)
surrendered hereby are owned by two or more joint owners, all such owners must
sign this Letter of Transmittal. If any certificate(s) surrendered are held in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate copies of this Letter of Transmittal as there are
names in which certificate(s) are held.
4. PARTICULAR INSTRUCTIONS CONCERNING ISSUANCE AND DELIVERY
A. ISSUANCE INSTRUCTIONS. Indicate in the box labeled "Special Issuance
Instructions" the information requested therein with respect to any persons to
whom any check(s) are to be issued IF DIFFERENT from the name or address of the
person(s) that is recorded on the books of the Company.
B. DELIVERY INSTRUCTIONS. Indicate in the box labeled "Special Delivery
Instructions" the name and address of the person to whom any check(s) are to be
sent IF DIFFERENT from the name or address that is recorded on the books of the
Company.
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5. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATE(S)
Any stockholder whose certificate(s) have been mutilated, lost, stolen,
or destroyed should contact the Paying Agent, at the address indicated above,
for further instructions.
6. TRANSFER TAXES
IF PAYMENT IS MADE TO ANY PERSON OTHER THAN THE REGISTERED STOCKHOLDER,
OR IF TENDERED CERTIFICATE(S) ARE RECORDED IN THE NAME OF ANY PERSON OTHER THAN
THE PERSON SIGNING THIS LETTER OF TRANSMITTAL, THEN THE AMOUNT OF SUCH TRANSFER
OR OTHER TAXES (WHETHER IMPOSED ON THE REGISTERED HOLDER OR ANY OTHER PERSON)
REQUIRED BY REASON OF THE PAYMENT TO A PERSON OTHER THAN THE REGISTERED HOLDER
OF THE CERTIFICATE(S) SURRENDERED MUST BE PAID BY THE PERSON REQUESTING SUCH
PAYMENT OR SUCH REQUESTING PERSON MUST ESTABLISH TO THE SATISFACTION OF THE
SURVIVING CORPORATION THAT THE TAX HAS BEEN PAID OR IS NOT APPLICABLE.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) listed in this Letter of
Transmittal.
7. TAXPAYER IDENTIFICATION NUMBER
Federal income tax law requires that a stockholder who surrenders
certificate(s) must provide his or her correct taxpayer identification number
("TIN"), which, in the case of a stockholder who is an individual, is his or her
social security number. If the stockholder does not provide the correct TIN, the
stockholder may be subject to a penalty imposed by the Internal Revenue Service
("IRS"), and payments made to the stockholder may be subject to a 31% backup
withholding. If backup withholding results in an overpayment of taxes, a refund
may be obtained from the IRS. Exempt stockholders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding requirements. In order for a foreign individual to qualify as an
exempt person, that individual must submit a statement, signed under penalty of
perjury, attesting to that individual's exempt status. A Form W-8 for such a
statement can be obtained from the Paying Agent.
To prevent backup withholding, each surrendering stockholder subject to
backup withholding must provide his or her correct TIN by completing the
attached Form W-9, certifying that the TIN provided is correct (or that the
stockholder is awaiting a TIN) and that (a) the stockholder has not been
notified by the IRS that it, he or she is subject to backup withholding as a
result of failure to report all interest or dividends or (b) the IRS has
notified the stockholder that it, he or she is no longer subject to backup
withholding. To prevent possible erroneous backup withholding, exempt
stockholders (other than certain foreign individuals) should certify on the
attached Form W-9 that such stockholder is exempt from backup withholding. If a
stockholder has been notified by the IRS that it, he or she is subject to backup
withholding because of underreporting interest or dividends on its, his or her
tax return, it, he or she should nevertheless complete and sign the attached
Form W-9 but should (unless after being so notified by the IRS it, he or she
received a notification from the IRS that it, he or she is no longer subject to
backup withholding) cross out item (2) of the certification on the form. In such
case, backup withholding will not apply to the delivery to the stockholder of
the check. If the certificate(s) are in more than one name or are not in the
name of the actual owner, consult the chart on page 7 hereof for information on
which TIN to report.
8. PROMPT RETURN OF CERTIFICATES
It is important that the Company's stockholders surrender their Common
Stock certificate(s) promptly. No check will be mailed until a properly
completed Letter of Transmittal and certificate(s) have been received by the
Paying Agent.
9. INQUIRIES
All inquiries with respect to this Letter of Transmittal and the
surrender of any certificate(s) formerly representing shares of Common Stock
should be directed to the Paying Agent (Telephone: (800) 730-6001).
10. MISCELLANEOUS
The Surviving Corporation will not be under any duty to notify any
stockholder of any defects in the deposit and surrender of any certificate(s)
formerly representing Common Stock and shall not incur any liability for failure
to give such notification. The Surviving Corporation shall have the absolute
right to reject any or all of such deposits that are not in proper form and to
waive any irregularities or conditions of such deposits. All questions with
respect to the Letter of Transmittal will be determined by the Surviving
Corporation, which determination shall be final and binding.
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TO BE COMPLETED BY ALL SURRENDERING STOCKHOLDERS
If a person has been indicated under "Special Issuance Instructions," such person must complete a substitute Form W-9
(See Instruction 7 and the enclosed Guidelines for Certification of "Taxpayer Identification Number on Substitute Form W-9)
PAYER'S NAME: LEGEND PROPERTIES, INC.
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
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SUBSTITUTE PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION TAXPAYER IDENTIFICATION NUMBER
NUMBER IN THE SPACE AT RIGHT AND CERTIFY BY -------------------------------
FORM W-9 SIGNING AND DATING BELOW.
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(Social Security No. or
Employer Identification No.)
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DEPARTMENT OF THE TREASURY PLEASE CHECK THIS BOX IF YOU HAVE APPLIED FOR, AND ARE AWAITING RECEIPT OF, YOUR TAXPAYER
INTERNAL REVENUE SERVICE IDENTIFICATION NUMBER [ ]
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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 Taxpayer
Identification 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 ("IRS")
that I am subject to backup
withholding as a result of a
failure to report all interest
or dividends, or the IRS has
notified me that I am no longer
subject to backup withholding.
You must cross out item (2)
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 are no longer subject to
backup withholding do not cross out
item (2).
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION PRINT YOUR NAME:
NUMBER AND CERTIFICATION. ---------------------------------------------------------
FOR PAYEES EXEMPT FROM ADDRESS:
BACKUP WITHHOLDING. (SEE ---------------------------------------------------------
GUIDELINES FOR CERTIFICATION SIGNATURE: DATE:
OF TAXPAYER IDENTIFICATION ---------------------------------- ----------------
NUMBER ON SUBSTITUTE
FORM W-9)
NOTE: FAILURE TO COMPLETE AND
RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% ON ANY PAYMENTS
MADE TO YOU PURSUANT TO THE MERGER.
FOR ADDITIONAL DETAILS, PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9.
IF YOU CHECKED THE ABOVE BOX OF
THIS SUBSTITUTE FORM W-9 INDICATING
THAT YOU ARE AWAITING RECEIPT OF YOUR
TAXPAYER IDENTIFICATION NUMBER, YOU
MUST SIGN AND DATE THE FOLLOWING
CERTIFICATION:
CERTIFICATE OF PAYEE AWAITING TAXPAYER
IDENTIFICATION NUMBER
I certify under penalties of
perjury that a Taxpayer Identification
Number has not been issued to me, and
that I mailed or delivered an
application to receive a Taxpayer
Identification Number to the
appropriate IRS Center or Social
Security Administration Office (or I
intend to mail or deliver an
application in the near future). I
understanding that if I do not provide
a Taxpayer Identification Number
within 60 days, 31% of all reportable
payments made to me thereafter will be
withheld until I provide a number.
Signature
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Date
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WHAT TAXPAYER IDENTIFICATION NUMBER TO GIVE
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FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF:
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1. Individual The individual
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2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, the first individual on the account.(1)
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3. Custodian account of a minor (Uniform Gift to Minors The minor(2)
Act)
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4. a. The usual revocable savings trust (grantor is also The grantor-trustee(1)
trustee)
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b. So-called trust account that is not a legal or The actual owner(1)
valid trust under state law.
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5. Sole proprietorship The owner(3)
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FOR THIS TYPE OF ACCOUNT: GIVE NAME AND EIN OF:
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6. Sole proprietorship The owner(3)
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7. A valid trust, estate, or pension trust Legal entity(4)
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8. Corporate The corporation
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9. Association, club, religious, charitable, educational, The organization
or other tax-exempt organization
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10. Partnership The partnership
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11. A broker or registered nominee The broker or nominee
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12. Account with the Department of Agriculture in the name The public entity
of a public entity (such as a state or local
government, school district, or prison) that receives
agricultural program payments.
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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the individual's name. You may also enter your business name.
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the identification number of the personal
representative or trustee unless the legal entity itself is not
designated in the account title).
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
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