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Exhibit 99(c)
FORM OF ELECTION
AND
LETTER OF TRANSMITTAL
To Accompany Certificates
Representing Shares of Common Stock
of
LEXINGTON GLOBAL ASSET MANAGERS, INC.
Please read and follow carefully the instructions set forth below,
which set forth the requirements that need to be complied with in order to make
an effective election. Nominees, trustees or other persons who hold shares of
the common stock, $.01 par value, of Lexington Global Asset Managers, Inc., a
Delaware corporation, in a representative capacity are directed to instruction
G(2).
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TO BE EFFECTIVE, THIS FORM OF ELECTION AND LETTER OF
TRANSMITTAL, PROPERLY COMPLETED AND SIGNED IN ACCORDANCE WITH THE
ACCOMPANYING INSTRUCTIONS, TOGETHER WITH CERTIFICATES FOR THE LEXINGTON
COMMON STOCK COVERED HEREBY, MUST BE RECEIVED BY THE EXCHANGE AGENT
NAMED BELOW, AT THE APPROPRIATE ADDRESS SET FORTH BELOW, NO LATER THAN
9:00 A.M., MINNEAPOLIS TIME, ON JULY 25, 2000.
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DELIVERIES MADE TO ADDRESSES OTHER THAN THE ADDRESSES FOR
THE EXCHANGE AGENT SET FORTH BELOW DO NOT CONSTITUTE
VALID DELIVERIES AND THE EXCHANGE AGENT
WILL NOT BE RESPONSIBLE THEREFOR.
If you require additional information, please call:
Wells Fargo Bank Minnesota, N.A. (the "Exchange Agent")
at (612) 450-2448, or toll free at 1-800-380-1372
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
To: WELLS FARGO BANK MINNESOTA, N.A., Exchange Agent
By Registered Mail: By Hand Delivery or By Courier:
Shareowner Services Shareowner Services
P.O. Box 64858 161 North Concord Exchange Street
St. Paul, Minnesota 55164-0858 South St. Paul, Minnesota 55075-1139
Ladies and Gentlemen:
This form of election is being delivered to the holders of Lexington common
stock in connection with the merger of Pilgrim Lexington Acquisition Corp. (the
"Merger Subsidiary"), a wholly owned subsidiary of Pilgrim Capital Corporation
("Pilgrim"), a Delaware corporation, with and into Lexington, pursuant to the
Agreement and Plan of Merger, dated as of February 28, 2000 and as amended on
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February 28, 2000 and May 11, 2000 by and among ReliaStar Financial Corp.,
Pilgrim, Merger Subsidiary and Lexington.
The undersigned, subject to the election and allocation procedures
described below and the other terms and conditions set forth in this form of
election, including the documents incorporated herein by reference, hereby (a)
surrenders the certificate(s) (the "Certificates") representing the shares of
Lexington common stock listed in box A below, which lists all of the shares of
Lexington common stock held of record by the undersigned, and (b) elects, as
indicated below, to have each of the shares of Lexington common stock
represented by the Certificates converted into the right to receive:
o 0.231 shares of ReliaStar common stock per share of Lexington common stock
(the "Share Consideration") and $3.306 in cash per share of Lexington
common stock, which is the equivalent of approximately two-thirds stock and
one-third cash, up to a maximum of $10.611 per share, subject to the
adjustments described below; or
o no stock, and in lieu of stock, $3.306 in cash per share of Lexington
common stock plus the cash value of the ReliaStar common stock you would
have received if you elected to receive a combination of stock and cash for
each share of Lexington common stock; or
o no cash, and in lieu of cash, shares of ReliaStar common stock, par value
$.0l per share, equal to the Share Consideration multiplied by 1.50 for
each share of Lexington common stock, up to a maximum of $10.611 per share.
Possible Adjustments to the Per Share Merger Consideration: The merger
consideration to be paid for each share of Lexington common stock is subject to
the adjustments described below in instructions B, C, D and E. On April 30, 2000
ReliaStar agreed to be acquired by the ING Group for a per-share payment of
$54.00 to ReliaStar's shareholders (subject to certain conditions). On June 16,
2000, the closing share price per share for ReliaStar common stock was $52.00.
If the average price of ReliaStar common stock over a five-day pricing period
shortly before the completion of the merger were equal to that price, then the
value of the consideration to be received in exchange for each share of
Lexington common stock would be $10.611, assuming no additional price
adjustments. At that average price of ReliaStar common stock, stockholders who
elect the first option above, or who do not make a valid election, would receive
approximately 0.140 shares of ReliaStar common stock and $3.306 in cash per
share of Lexington common stock, assuming no additional price adjustments.
Allocation Procedures: Your election may be altered, if the elections by all
Lexington stockholders cause the cash/stock mix of the merger consideration to
deviate from the framework established by ReliaStar and Lexington. The
allocation procedure is described below in instruction F.
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ELECTION
(Check only one)
[_] To receive 0.231 shares of ReliaStar common stock for each share of
Lexington common stock and to receive $3.306 in cash, without interest,
for each share of Lexington common stock (a "Combination Stock/Cash
Election"), subject to the possible adjustments described above; or
[_] To receive no stock, and in lieu of stock, $3.306 in cash per share of
Lexington common stock plus the cash value of the ReliaStar common
stock you would have received if you elected to receive a combination
of stock and cash for each share of Lexington common stock (a "Cash
Election"); or
[_] To receive no cash, and in lieu of cash, shares of ReliaStar common
stock, par value $.0l per share, equal to the Share Consideration
multiplied by 1.50 for each share of Lexington common stock (a "Stock
Election").
If the Exchange Agent has not received your properly completed form of election,
accompanied by your Certificates, by 9:00 a.m., Minneapolis time, on July 25,
2000, (unless Box F "Guaranty of Delivery" has been properly completed and such
certificates are received by the Exchange Agent by the Guaranteed Delivery
Deadline) you will be deemed to have made a Combination Stock/Cash Election.
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FOR USE BY THE EXCHANGE AGENT ONLY
Debit Shares ____ Partial ______ SIBL/LT ____ Alt Payee _____ Spec Del ____
Legend ________ Approved ____ Input ______ Audit _______ Mailed ______
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The undersigned hereby certifies that this election covers all of the
shares of Lexington common stock registered in the name of the undersigned, and
either (i) beneficially owned by the undersigned, or (ii) owned by the
undersigned in a representative or fiduciary capacity for a particular
beneficial owner or for one or more beneficial owners, except as otherwise
permitted pursuant to instruction G(2).
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BOX A
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CERTIFICATE INFORMATION List below
Certificates to which this form of election relates:
(Attach additional sheets if necessary)
------------------------------------------------------------ -------------------
Number of
Name and Address of Registered Holder(s) Shares
As Shown on the Share Records Certificate Represented by
(Please fill in, if blank) Number Each Certificate
---------------------------------------------- -------------- ------------------
-------------- ------------------
-------------- ------------------
-------------- ------------------
-------------- ------------------
-------------- ------------------
-------------- ------------------
Total Shares:
------------------------------------------------------------- ------------------
[_] I have lost my certificate(s) for ___________ shares and require
assistance with respect to replacing the shares.
This election is subject to the terms and conditions set forth in the
merger agreement and the proxy statement/prospectus furnished to stockholders of
Lexington in connection with the Merger, all of which are incorporated herein by
reference. Receipt of the proxy statement/prospectus, including the merger
agreement attached as Exhibit A thereto, is hereby acknowledged. Additional
copies of the proxy statement/prospectus are available from the Exchange Agent
upon request.
No assurance can be given that either a Stock Election or a Cash Election by any
given stockholder, including a Stock Election by the undersigned, can be
accommodated. The election by each holder of Lexington common stock, including
this election by the undersigned, will be subject to the results of the election
and allocation procedures set forth in the merger agreement attached to the
proxy statement/prospectus as Exhibit A.
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CERTIFICATE HOLDERS SIGN BELOW
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BOX B
SIGN HERE
(To be completed by all person(s) surrendering
Certificates and executing this form of election)
-----------------------------------------------------
(Signature(s) of holders(s))
Dated:
-----------------------------------------------
Names:
--------------------------------------------
--------------------------------------------
Address:
------------------------------------
[_] Check box if change of address
Phone:
-----------------------------
(So the Exchange Agent can contact you in case of questions, although the
Exchange Agent is under no obligation to do so.)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificates or by person(s) authorized to become registered holders by
documents transmitted herewith. If a signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or in any
other fiduciary or representative capacity, please set forth full title. (See
instruction H(6)).
Title:
---------------------------------------------
(Other than signature(s), please print or type)
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BOX C
Complete ONLY if required by instruction H(5).
SIGNATURE GUARANTEE
Your signature must be Medallion guaranteed
by an eligible financial institution
NOTE: A notarization by a notary public is not
acceptable.
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE
IN SPACE BELOW.
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PLEASE PROVIDE YOUR SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER
ON THIS SUBSTITUTE FORM W-9 AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP
WITHHOLDING. FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. SEE
INSTRUCTION H(9).
BOX D
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SUBSTITUTE Part I-- PLEASE PROVIDE YOUR Social Security
Form W-9 TIN IN THE BOX AT RIGHT AND Number
Department of the Treasury CERTIFY BY SIGNING AND DATING OR _________________
Internal Revenue Service BELOW. See Instruction H(9) Employee
Identification Number
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Payer's Request for Taxpayer Part II-- Awaiting TIN [_]
Identification Number (TIN)
For Payees exempt from backup withholding,
complete as directed in instruction H(9).
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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 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.
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 are no longer subject to backup
withholding, do not cross out item (2).
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SIGNATURE: DATE:
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART II OF THE SUBSTITUTE FORM W-9
BOX E
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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 that I have checked the box in Part II (and have completed
this Certificate of Awaiting Taxpayer Identification Number), 31% of all
reportable payments made to me will be withheld until I provide a properly
certified taxpayer identification number to the Exchange Agent.
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Signature: Date:
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BOX F
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GUARANTY OF DELIVERY
(To be Used Only if Certificates are NOT Surrendered Herewith)
(See Instruction A)
The undersigned (check appropriate boxes below) guarantees to deliver to the
Exchange Agent at the appropriate address set forth above the certificates for
shares of Lexington common stock submitted with this form of election no later
than 9:00 a.m. Minneapolis time, on the fifth business day after the Election
Deadline (as defined in instruction A).
[_] a member of a registered national -------------------------------
Securities exchange (Firm-- Please print)
-------------------------------
(Authorized Signature)
[_] a member of the National Association of -------------------------------
Securities Dealers, Inc.
-------------------------------
(Address)
[_] a commercial bank or trust company in -------------------------------
the United States (Area Code and Telephone)
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(Please Read Carefully The General Instructions Contained Elsewhere Herein)
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SPECIAL ISSUANCE AND MAILING INSTRUCTIONS
The undersigned understands that the ReliaStar common stock to be issued,
the check issued as payment in cash, or the cash in lieu of fractional shares
check (such check being referred to herein as "Payment Checks") with respect to
the Lexington common stock surrendered will be issued in the same name(s) as the
Certificates surrendered and will be mailed to the address of the registered
holder(s) indicated above, unless otherwise indicated in box G or box H below.
If box G is completed, the signature of the undersigned must be guaranteed as
set forth in instruction (5).
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BOX G
SPECIAL ISSUANCE INSTRUCTIONS
(See Instruction H(5))
TO BE COMPLETED ONLY if the Certificate or Payment Check(s) is (are) to be
issued in the name(s) of someone other than the registered holder(s) set forth
above.
ISSUE TO:
Name:
---------------------------------------------------
Address:
-------------------------------------------------
(Street and number)
---------------------------------------------------------
(city, state and zip code)
---------------------------------------------------------
Tax Identification or Social Security Number
(Please print or type)
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BOX H
SPECIAL MAILING INSTRUCTIONS
(See Instruction H(7))
TO BE COMPLETED ONLY if the Certificate or Payment Check(s) is (are) to be
delivered to the registered holder(s) or someone other than the registered
holder(s) at an address other than shown above.
MAIL TO:
Name:
-------------------------------------------------------
Address:
----------------------------------------------------
(Street and number)
-------------------------------------------------------------
(city, state and zip code)
-------------------------------------------------------------
Tax Identification or Social Security Number
(Please print or type)
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INSTRUCTIONS
This form of election (or a facsimile thereof) should be properly filled
in, dated and signed, and should be delivered, together with Certificates
representing all of the shares of Lexington common stock currently held by you,
to the Exchange Agent at the appropriate address set forth on the front of this
form of election. Please read and follow carefully the instructions regarding
completion of this form of election set forth below.
A. Time in Which to Elect
In order for an election to be effective, the Exchange Agent must receive a
properly completed form of election, accompanied by Certificates representing
all of the shares of Lexington common stock currently held by you, no later than
9:00 a.m., Minneapolis time, on July 25, 2000 (the "Election Deadline"). If a
holder of Lexington common stock does not properly follow the instructions for
making an election, such stockholder will be deemed to have made a Combination
Stock/Cash Election and will receive a combination of ReliaStar common stock and
cash as consideration without regard to such holder's preference. STOCKHOLDERS
ARE URGED TO DELIVER A PROPERLY COMPLETED FORM OF ELECTION, ACCOMPANIED BY
CERTIFICATES (OR A PROPER GUARANTY OF DELIVERY, AS DESCRIBED BELOW), NO LATER
THAN 9:00 A.M., MINNEAPOLIS TIME, ON JULY 25, 2000. Persons whose stock
certificates are not immediately available may also make an election by
completing this form of election (or a facsimile thereof) and having Box F
(Guaranty of Delivery) properly completed and duly executed by a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States (subject to the condition that the
certificates, the delivery of which is thereby guaranteed, are in fact delivered
to the Exchange Agent no later than 9:00 a.m., Minneapolis Time on the fifth
business day after the Election Deadline (the "Guaranteed Delivery Deadline")).
If the Exchange Agent has not received your properly completed form of
election, accompanied by your Certificates, by 9:00 a.m., Minneapolis time, on
July 25th (unless Box F (Guaranty of Delivery) has been properly completed and
such certificates are received by the Exchange Agent by the Guaranteed Delivery
Deadline), you will be deemed to have made a Combination Stock/Cash Election.
For instructions regarding revocations of elections and the time in which
such revocations can be made, see instruction G(l) below.
B. Elections
This form of election provides for your election, subject to the election
and allocation procedures and the other terms and conditions set forth hereunder
and in the documents incorporated herein by reference, to have all, but not less
than all, of your shares of Lexington common stock, all of which must be covered
by this form of election, converted into the right:
o To receive 0.231 shares of ReliaStar common stock for each share of
Lexington common stock and to receive $3.306 in cash, without
interest, for each share of Lexington common stock (a "Combination
Stock/Cash Election"), subject to the possible adjustments described
above; or
o To receive no stock, and in lieu of stock, $3.306 in cash per share of
Lexington common stock plus the cash value of the Share Consideration
(a "Cash Election"); or
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o To receive no cash, and in lieu of cash, shares of ReliaStar common
stock, par value $.0l per share, equal to the Share Consideration
multiplied by 1.50 for each share of Lexington common stock (a "Stock
Election").
The merger consideration to be paid for each share of Lexington common
stock is subject to the following possible adjustments: (i) if the average share
price of ReliaStar common stock over the five-day pricing period shortly before
the completion of the merger is more than $31.625, then the value of the merger
consideration to be paid will be fixed at $10.611 for each share of Lexington
common stock; (ii) if the average share price of ReliaStar common stock over the
five-day pricing period shortly before the completion of the merger is less than
$25.625, then the value of the merger consideration will be fixed at $9.225 for
each share of Lexington common stock; and (iii) if Lexington's assets under
management three business days before the completion of the merger differ by
more than 10% from Lexington's assets under management on December 31, 1999,
then both the cash and the Share Consideration to be received for each share of
Lexington common stock will be adjusted as more fully described in the proxy
statement/prospectus. On April 30, 2000 ReliaStar agreed to be acquired by the
ING Group for a per-share payment of $54.00 to ReliaStar's shareholders (subject
to certain conditions). On June 16, 2000, the closing share price per share for
ReliaStar common stock was $52.00. If the average price of ReliaStar common
stock over a five-day pricing period shortly before the completion of the merger
were equal to that price, then the value of the consideration to be received in
exchange for each share of Lexington common stock would be $10.611, assuming no
additional price adjustments. At that average price of ReliaStar common stock,
stockholders who elect the first option above, or who do not make a valid
election, would receive approximately 0.140 shares of ReliaStar common stock and
$3.306 in cash per share of Lexington common stock, assuming no additional price
adjustments.
Any adjustments made pursuant to the scenarios set forth in (i) or (ii)
above will be reflected in the Share Consideration to be received for each share
of Lexington common stock and the cash portion will continue to be $3.306 per
share. The Share Consideration will be adjusted based on the average share price
of ReliaStar common stock to provide the stockholder with, when added to the
$3.306 cash portion, the applicable total value of merger consideration to be
received for each share of Lexington common stock.
Your election is subject to certain terms and conditions that are set forth
in the Merger Agreement and described in the proxy statement/prospectus. The
Merger Agreement is included as Exhibit A to the proxy statement/prospectus.
Copies of the proxy statement/prospectus may be requested from the Exchange
Agent. The delivery of this form of election to the Exchange Agent constitutes
acknowledgment of the receipt of the proxy statement/prospectus. Each holder of
Lexington common stock is strongly encouraged to read the proxy
statement/prospectus in its entirety and to discuss the contents thereof, the
Merger and this form of election with his or her personal financial and tax
advisors prior to deciding which election to make. The tax consequences to a
holder of Lexington common stock will vary depending upon the election you make
and a number of other factors. For certain information regarding the federal
income tax consequences of an election, see "The Merger -- Federal Income Tax
Consequences" in the proxy statement/prospectus.
C. Combination Stock Election/Combination Cash Election
If you elect, subject to the election and proration procedures and the
other terms and conditions set forth in this form of election, including the
documents incorporated herein by reference, to receive a combination of
ReliaStar common stock and cash for all of your shares of Lexington common
stock, you should check the "Combination Stock/Cash Election" box on page four
of this form of election. If you do not properly complete this form of election
you will be deemed to have made a Combination Stock/Cash Election.
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Holders of Lexington common stock who elect to receive a combination of
ReliaStar common stock and cash will receive, for each of their shares of
Lexington common stock, the Share Consideration plus $3.306 in cash, without
interest, subject to the possible adjustments described above and in the proxy
statement/prospectus.
D. Cash Election
If you elect, subject to the election and allocation procedures and the
other terms and conditions set forth in this form of election, including the
documents incorporated herein by reference, to receive cash for all of your
shares of Lexington common stock, you should check the "Cash Election" box on
page four of this form of election.
Holders of Lexington common stock who elect to receive cash will receive,
for each of their shares of Lexington common stock, cash, without interest. The
amount of cash to be received for each share of Lexington common stock will be
determined by combining $3.306 and the cash value of the Shareholder
Consideration (i.e. the ReliaStar common stock you would have received if you
elected to receive a confirmation of stock and cash for each share of Lexington
common stock), subject to the possible adjustments described above and more
fully in the proxy statement/prospectus. The cash value of the Share
Consideration will be determined using the average share price of ReliaStar
common stock over the five-day period shortly before the completion of the
merger.
E. Stock Election
If you elect, subject to the election and allocation procedures and the
other terms and conditions set forth in this form of election, including the
documents incorporated herein by reference, to receive ReliaStar common stock
for all of your shares of Lexington common stock, you should check the "Stock
Election" box on page four of this form of election.
Holders of Lexington common stock who elect to receive ReliaStar common
stock will receive, for each of their shares of Lexington common stock, the
Share Consideration multiplied by 1.50. ReliaStar will not issue any fractional
shares of ReliaStar common stock in connection with the Merger. Cash adjustments
will be paid to holders in respect of any fractional shares of ReliaStar common
stock that would be issuable.
F. Allocation
If the aggregate amount of cash payable to holders of Lexington common
stock, including cash payable to holders of dissenting shares and cash payable
due to fractional shares, after giving affect to all elections exceeds one-third
of the value of the merger consideration to be paid, the cash payable to all
holders will be reduced pro rata so that the aggregate amount of cash to be paid
does not exceed one-third of the total value of the merger consideration. If the
aggregate amount of ReliaStar common stock payable to holder of Lexington common
stock after giving affect to all elections exceeds two-thirds of the value of
the merger consideration to be paid, the ReliaStar common stock issuable to
Lexington stockholders shall be reduced pro rata so that aggregate amount of
ReliaStar common stock does not exceed two-thirds and such Lexington
stockholders shall receive cash in lieu thereof.
G. Special Considerations
(1) Revocation of Elections. An election may be revoked by the person or
persons making such election by a written notice signed and dated by such person
or person and received by the Exchange
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Agent prior to or at the Election Deadline, identifying the name of the
registered holder of the Lexington common stock subject to such election and the
serial numbers shown on the Certificates representing such Lexington common
stock. Upon any such revocation, unless a properly completed form of election,
together with your Certificates (unless Box F (Guaranty of Delivery) has been
properly completed and such certificates are received by the Exchange Agent by
the Guaranteed Delivery Deadline), is thereafter submitted to the Exchange Agent
prior to the Election Deadline, you will be deemed to have a Combination
Stock/Cash Election with respect to your shares of Lexington common stock.
(2) Shares Held by Nominees, Trustees or other Representatives. Holders of
shares of Lexington common stock who hold such shares as nominees, trustees or
in other representative capacities may submit multiple forms of election
covering the aggregate number of shares of Lexington common stock held by such
representative for the beneficial owners for whom the representative is making
an election, provided that such representative certifies that each such form of
election covers all of the shares of Lexington common stock held by such
Representative for a particular beneficial owner. Any representative who makes
an election may be required to provide the Exchange Agent with such documents
and/or additional certifications, if requested, in order to satisfy the Exchange
Agent that such representative holds such shares of Lexington common stock for a
particular beneficial owner of such shares. If any shares held by a
representative are not covered by an effective form of election, they will be
deemed to be covered by a Combination Stock/Cash Election.
H. General
(1) Execution and Delivery. In order to make an effective election, you
must correctly fill out this form of election, or a facsimile thereof. Please do
not send this form of election or you Certificates directly to Lexington or
ReliaStar. After dating and signing it, you are responsible for its delivery,
accompanied by Certificates representing all of the shares of Lexington common
stock currently held by you or a proper Guaranty of Delivery of such stock
certificates pursuant to instruction A, to the Exchange Agent at the address set
forth on the front of this form of election by the Election Deadline. You may
choose any method to deliver this form of election; however, you assume all risk
of non-delivery. Delivery will be effected, and risk of loss and title will
pass, only upon delivery of the Certificates to the Exchange Agent as described
herein. If you choose to use the mail, we recommend that you use registered
mail, return receipt requested, and that you properly insure all Certificates.
(2) Signatures. Except as otherwise permitted below, you must sign this
form of election exactly the way your name appears on the face of your
Certificates. If shares are owned jointly by two or more persons, each must sign
exactly as his or her name appears on the face of the Certificates. If shares of
Lexington Common Stock have been assigned by the registered owner, this form of
election should be signed in exactly the same way as the name of the assignee
appearing on the Certificates or transfer documents. See instructions H(5)(a)
and H(5)(b).
(3) Notice of Defects; Resolution of Disputes. None of Lexington, ReliaStar
or the Exchange Agent will be under any obligation to notify you or anyone else
that the Exchange Agent has not received a properly completed form of election
or that any form of election is defective in any way.
Any and all disputes with respect to forms of election or to elections made
in respect of Lexington common stock (including but not limited to matters
relating to the Election Deadline, time limits, defects or irregularities in the
surrender of any Certificate, effectiveness of any elections and computations of
allocations) will be resolved by ReliaStar and its decision will be conclusive
and binding on all concerned. ReliaStar may delegate this function to the
Exchange Agent in whole or in part. ReliaStar or the Exchange Agent shall have
the absolute right in its sole discretion to reject any and all forms of
election and surrenders of Certificates which are deemed by either of them to be
not in proper
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form or to waive any immaterial irregularities in any form of election or in the
surrender of any Certificate. Surrenders of Certificates will not be deemed to
have been made until all defects or irregularities that have not been waived
have been cured.
(4) Issuance of Payment Check(s) and New Certificate in Same Name. If the
certificate representing shares of ReliaStar common stock and/or the Payment
Check(s) are to be issued in the name of the registered holder(s) as inscribed
on the surrendered certificate(s), the surrendered certificate(s) need not be
endorsed and no guarantee of the signature on the form of election is required.
For corrections in name and change in name not involving changes in ownership,
see instruction H(5)(c).
(5) Issuance of Payment Check(s) and New Certificate in Different Names. If
the certificate representing shares of ReliaStar common stock and/or the Payment
Check(s) are to be issued in the name of someone other than the registered
holder(s) of the surrendered Certificates, you must follow the guidelines below.
Note that in each circumstance listed below, stockholder(s) must have
signature(s) guaranteed in Box C and complete Box G.
(a) Endorsement and Guarantee. The Certificates surrendered must be
properly endorsed (or accompanied by appropriate stock powers properly
executed) by the registered holder(s) of such Certificates to the person
who is to receive the ReliaStar common stock and/or the Payment Check(s).
The signature(s) of the registered holder(s) on the endorsement or stock
powers must correspond with the name(s) written upon the face of the
Certificates in every particular and must be medallion guaranteed by an
eligible guarantor institutions as defined below.
Definition of Eligible Guarantor Institution
Generally, an eligible guarantor institution, as defined in Rule
17AD-15 of the regulations of the Securities and Exchange Commission,
means:
(i) Banks (as that term is defined in Section 3(a) of the Federal
Deposit Insurance Act);
(ii) Brokers, dealers, municipal securities dealers, municipal
securities brokers, government securities dealers, and government
securities brokers, as those terms are defined under the Securities
Exchange Act of 1934;
(iii) Credit unions (as that term is defined in Section
19(b)(1)(A) of the Federal Reserve Act);
(iv) National securities exchanges, registered associations,
clearing agencies, as those terms are used under the Securities
Exchange Act of 1934; and
(v) Savings associations (as that term is defined in Section 3(b)
of the Federal Deposit Insurance Act).
(b) Transferee's Signature. The form of election must be signed by the
transferee or assignee or his or her agent, and should not be signed by the
transferor or assignor. See Box B entitled "Sign Here." The signature of
such transferee or assignee must be medallion guaranteed by an eligible
guarantor institution as provided in instruction H(5)(a).
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(c) Correction of or Change in Name. For a correction of a name or for
a change in name which does not involve a change in ownership, proceed as
follows: For a change in name by marriage, the form of election should be
signed, e.g., "Mary Doe, now by marriage Mary Jones." For a correction in
name, the form of election should be signed, e.g., "James E. Brown,
incorrectly inscribed as J.E. Brown." The signature in each case should be
guaranteed in the manner described in instruction H(5)(a) above and Box G
should be completed.
You should consult your tax advisor regarding any possible tax
consequences resulting from the issuance of the ReliaStar common stock
certificate and/or Payment Check(s) in a name different from that of the
registered holder(s) of the Certificates.
(6) Supporting Evidence. In case any form of election, Certificate
endorsement or stock power is executed by an agent, attorney, administrator,
executor, guardian, trustee or any person in any other fiduciary or
representative capacity, or by an officer of a corporation on behalf of the
corporation, there must be submitted (with the form of election, surrendered
Certificates and/or stock powers), documentary evidence of appointment and
authority to act in such capacity (including court orders and corporate
resolutions when necessary), as well as evidence of the authority of the person
making such execution to assign, sell or transfer the Certificates. Such
documentary evidence of authority must be in a form satisfactory to the Exchange
Agent.
(7) Special Instructions for Delivery by the Exchange Agent. The
certificate representing ReliaStar common stock or the payment check(s) or both
will be mailed to the address of the registered holder(s) as indicated under Box
A entitled "Certificate Information," unless instructions to the contrary are
given in Box H entitled "Special Mailing Instructions."
(8) Lost, Stolen or Destroyed Certificates. If you are not able to locate
your Certificates representing Lexington common stock, you should contact Wells
Fargo Bank Minnesota at Shareowner Services, P.O. Box 64858, St. Paul, Minnesota
55164-0858 or at (612) 450-2448. In such event, Wells Fargo will furnish
instructions on the steps stockholders must take and will forward additional
documentation which the stockholders must complete in order to surrender
effectively such lost or destroyed Certificates. There may be a fee to replace
lost Certificates.
(9) Federal Income Tax Withholding. Under Federal income tax law, the
Exchange Agent is required to file a report with the Internal Revenue Service
disclosing any payments of cash being made to each holder of Certificates
formerly representing shares of Lexington common stock pursuant to the Merger
Agreement. In order to avoid "backup withholding" of Federal income tax on any
cash received upon the surrender of Certificates, a holder thereof must, unless
an exemption applies, provide the Exchange Agent with his or her correct
taxpayer identification number on Substitute Form W-9, which is part of this
form of election (Box D), and certify, under penalties of perjury, that such
number is correct and that such holder is not otherwise subject to backup
withholding. If the correct taxpayer identification number and certifications
are not provided, a $50 penalty may be imposed by the IRS and payments made for
surrender of Certificates may be subject to backup withholding of 31%. In
addition, if a holder makes a false statement that results in no imposition of
backup withholding, and there are no reasonable basis for making such a
statement, a $500 penalty may also be imposed by the IRS.
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