<PAGE>
EXHIBIT (a)(1)(iii)
FORM OF LETTER OF TRANSMITTAL
<PAGE>
LETTER OF TRANSMITTAL
REGARDING COMMON SHARES
OF
MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 15, 2000
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT NEW YORK CITY
TIME ON FRIDAY, DECEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED
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TO THE DEPOSITARY:
MORGAN STANLEY DEAN WITTER TRUST FSB
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BY MAIL: BY HAND DELIVERY OR COURIER:
Morgan Stanley Dean Witter Morgan Stanley Dean Witter
Trust FSB Trust FSB
P.O. Box 984 Harborside Financial Center
Jersey City, NJ 07303 Plaza Two
Jersey City, NJ 07311
Attn: Morgan Stanley Dean Witter
Prime Income Trust
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FOR DELIVERY INFORMATION CALL:
(800) 869-NEWS extension 0
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DESCRIPTION OF COMMON SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4)
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NAME(S) AND ADDRESS(ES) OF REGISTERED
OWNER(S) (PLEASE FILL IN EXACTLY THE
NAME(S) IN WHICH COMMON SHARES ARE COMMON SHARES TENDERED
REGISTERED) (ATTACH ADDITIONAL SCHEDULE IF NECESSARY)
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No. of Common
CERTIFICATE NO.(s)* No. of Common Shares* Shares Tendered**
------------------------------- ---------------------------- ----------------------
------------------------------- ---------------------------- ----------------------
------------------------------- ---------------------------- ----------------------
------------------------------- ---------------------------- ----------------------
Total Common Shares
Account No. Tendered
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* If Common Shares are not evidenced by certificates please write "None."
** To be completed by all tendering shareholders, whether or not your Common Shares are evidenced by certificates. If you
desire to tender fewer than all Common Shares held in your account or evidenced by a certificate listed above, please
indicate in this column the number you wish to tender. Otherwise all Common Shares evidenced by such certificate or held in
your account will be deemed to have been tendered.
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</TABLE>
IMPORTANT
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YOU SHOULD NOT COMPLETE THE LETTER OF TRANSMITTAL IF YOU ARE TENDERING
COMMON SHARES THROUGH YOUR MORGAN STANLEY DEAN WITTER FINANCIAL ADVISOR.
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DELIVERY TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE DOES NOT CONSTITUTE VALID
DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Gentlemen:
The undersigned hereby tenders to the Morgan Stanley Dean Witter Prime
Income Trust, a non-diversified, closed-end management investment company
organized as a Massachusetts business trust (the "Trust") under the former name
"Allstate Prime Income Trust," the above-described common shares of beneficial
interest, par value $.01 per share, of the Trust (the "Common Shares"), at a
price (the "Purchase Price") equal to the net asset value per Common Share
("NAV") computed as of 4:00 P.M. New York City time on the Expiration Date (as
defined in the Offer to Purchase) in cash, upon the terms and conditions set
forth in the Offer to Purchase, dated November 15, 2000, receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Offer"). An Early Withdrawal Charge (as defined in the Offer to
Purchase) will be imposed on most Common Shares accepted for payment which have
been held for four years or less.
Subject to and effective upon acceptance for payment of the Common Shares
tendered hereby in accordance with the terms of the Offer (including, if the
Offer is extended or amended, the terms or conditions of any such extension or
<PAGE>
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Trust all right, title and interest in and to all Common Shares
tendered hereby that are purchased pursuant to the Offer and hereby irrevocably
constitutes and appoints Morgan Stanley Dean Witter Trust FSB (the "Depositary")
as attorney-in-fact of the undersigned with respect to such Common Shares, with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver certificates for
such Common Shares or transfer ownership of such Common Shares on the Trust's
books, together in either such case with all accompanying evidences of transfer
and authenticity, to or upon the order of the Trust, upon receipt by the
Depositary, as the undersigned's agent, of the NAV per Common Share with respect
to such Common Shares; (b) present certificates for such Common Shares, if any,
for cancellation and transfer on the Trust's books; (c) deduct from the Purchase
Price deposited with the Depositary the applicable Early Withdrawal Charge and
remit such charge to Morgan Stanley Dean Witter Advisors Inc., and (d) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Common Shares, subject to the next paragraph, all in accordance with the terms
of the Offer.
The undersigned hereby represents and warrants that: (a) the undersigned
"owns" the Common Shares tendered hereby within the meaning of Rule 10b-4
promulgated under the Securities Exchange Act of 1934, as amended, and has full
power and authority to validly tender, sell, assign and transfer the Common
Shares tendered hereby; (b) when and to the extent the Trust accepts the Common
Shares for purchase, the Trust will acquire good, marketable and unencumbered
title to them, free and clear of all security interests, liens, charges,
encumbrances, conditional sales agreements or other obligations relating to
their sale or transfer, and not subject to any adverse claim; (c) on request,
the undersigned will execute and deliver any additional documents the Depositary
or the Trust deems necessary or desirable to complete the assignment, transfer
and purchase of the Common Shares tendered hereby; and (d) the undersigned has
read and agrees to all of the terms of the Offer.
The names and addresses of the registered owners should be printed, if they
are not already printed above, as they appear on the registration of the Common
Shares. The certificate numbers, if any, and the number of Common Shares that
the undersigned wishes to tender should be indicated in the appropriate boxes.
The undersigned recognizes that under certain circumstances set forth in the
Offer to Purchase, the Trust may terminate or amend the Offer or may not be
required to purchase any of the Common Shares tendered hereby. In any such
event, the undersigned understands that certificate(s) for any Common Shares not
purchased, if any, will be returned to the undersigned at the address indicated
above unless otherwise indicated under the Special Payment Instructions or
Special Delivery Instructions below. The undersigned recognizes that the Trust
has no obligation, pursuant to the Special Payment Instructions, to transfer any
Common Shares from the name of the registered owner thereof if the Trust
purchases none of such Common Shares.
The undersigned understands that acceptance of Common Shares by the Trust
for payment will constitute a binding agreement between the undersigned and the
Trust upon the terms and subject to the conditions of the Offer.
The check for the Purchase Price of the tendered Common Shares purchased,
minus any applicable Early Withdrawal Charge, will be issued to the order of the
undersigned and mailed to the address indicated above unless otherwise indicated
under the Special Payment Instructions or the Special Delivery Instructions
below. Shareholders tendering Common Shares shall be entitled to receive all
dividends declared on or before the Expiration Date, but not yet paid, on Common
Shares tendered pursuant to the Offer. The Trust will not pay interest on the
Purchase Price under any circumstances.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and all obligations of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5, 6 and 7) (See Instructions 4 and 7)
To be completed ONLY if certificates for Common To be completed ONLY if certificates for Common
Shares not tendered or not purchased and/or any Shares not tendered or not purchased and/or any
checks are to be issued in the name of or sent checks issued in the name of the undersigned are
to someone other than the undersigned. to be sent to someone other than the undersigned
or to the undersigned at an address other than
that shown above.
Issue: / / check Mail: / / check
/ / certificates to: / / certificates to:
Name(s) Name(s)
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(Please Print) (Please Print)
Address Address
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(Include Zip Code) (Include Zip Code)
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(Taxpayer Identification or (Tax Identification or
Social Security Number(s)) Social Security Number(s))
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SHAREHOLDER(S) SIGN HERE
(See Instructions 1 and 5)
(Please see Substitute Form W-9 on Reverse Side)
Must be signed by registered owner(s) exactly as registered or by
person(s) authorized to become registered owner(s) by documents
transmitted with the Letter of Transmittal. If signature is by
attorney-in-fact, executor, administrator, trustee, guardian, officer
of a corporation or another acting in a fiduciary or representative
capacity, please set forth the full title. See Instruction 5.
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(SIGNATURE(S) OF OWNER(S) EXACTLY AS REGISTERED)
Dated _______________________________________________________ , 19____
Name(s)_______________________________________________________________
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(PLEASE PRINT)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
Area Code and Daytime Telephone Number ( ) ______________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature
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Name
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(PLEASE PRINT)
Title
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Name of Firm
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Address
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(INCLUDE ZIP CODE)
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Area Code and Telephone
Number _______________________________________
Dated ______________________________________________________ , 19_____
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<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. If the Letter of Transmittal is signed by the
registered owner of the Common Shares, the payment of the Purchase Price is to
be sent to the registered owner of the Common Shares and to the address shown in
the Common Share registration, unless such owner has completed the box entitled
either "Special Payment Instructions" or "Special Delivery Instructions" above,
no signature guarantee is required. In all other cases, all signatures on this
Letter of Transmittal must be guaranteed by an eligible guarantor acceptable to
the Depositary (an "Eligible Guarantor") (shareholders should contact the
Depositary for a determination as to whether a particular institution is an
Eligible Guarantor).
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used only if you do not have a brokerage account at DWR or
you desire to effect the tender offer transaction yourself. A properly completed
and duly executed Letter of Transmittal or manually signed facsimile of it, any
certificates representing Common Shares tendered and any other documents
required by this Letter of Transmittal should be mailed or delivered to the
Depositary at the appropriate address set forth herein and must be received by
the Depositary on or prior to the Expiration Date (as defined in the Offer to
Purchase).
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR COMMON
SHARES, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED.
The Trust will not accept any alternative, conditional or contingent
tenders. All tendering shareholders, by execution of this Letter of Transmittal
(or a manually signed facsimile of it), waive any right to receive any notice of
the acceptance of their tender.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Common Shares Tendered" is inadequate, the certificate numbers,
if any, and number of Common Shares should be listed on a separate signed
schedule attached hereto.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. If fewer than all of the Common
Shares evidenced by any certificate submitted are to be tendered, fill in the
number of Common Shares which are to be tendered in the column entitled "No. of
Common Shares Tendered." In such case, if any tendered Common Shares are
purchased, a new certificate for the remainder of the Common Shares evidenced by
your old certificate(s) will be issued and sent to the registered owner, unless
otherwise specified in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as soon as practicable after
the Expiration Date of the Offer. All Common Shares represented by certificates
listed and delivered to the Depositary are deemed to have been tendered unless
otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATIONS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered owner(s) of
the Common Shares tendered hereby, the signature(s) must correspond exactly with
the name(s) in which the Common Shares are registered.
(b) If the Common Shares are held of record by two or more joint owners,
each such owner must sign this Letter of Transmittal.
(c) If any tendered Common Shares are registered in different names, it will
be necessary to complete, sign and submit as many separate Letters of
Transmittal (or manually signed facsimiles of it) as there are different
registrations of Common Shares.
(d) When this Letter of Transmittal is signed by the registered owner(s) of
the Common Shares listed and transmitted hereby, no endorsements of any
certificate(s) representing such Common Shares or separate authorizations are
required. If, however, payment is to be made to a person other than the
registered owner(s) or any certificates for unpurchased Common Shares are to be
issued to a person other than the registered owner(s), then the Letter of
Transmittal and, if applicable, the certificate(s) transmitted hereby, must be
endorsed or accompanied by appropriate authorizations, in either case signed
exactly as such name(s) appear on the registration of the Common Shares and on
the face of the certificate(s) and such endorsements or authorizations must be
guaranteed by an Eligible Guarantor. See Instruction 1.
(e) If this Letter of Transmittal or any certificates or authorizations are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence satisfactory to the Trust of their authority so to act.
6. TRANSFER TAXES. The Trust will pay all share transfer taxes, if any,
payable on the transfer to it of Common Shares purchased pursuant to the Offer.
If, however, (a) payment of the Purchase Price is to be made to any person other
than the registered owner(s), (b) (in the circumstances permitted by the Offer)
unpurchased Common Shares are to be registered in the name(s) of any person
other than the registered owner(s) or (c) tendered certificates are registered
in the name(s) of any person other than the person(s) signing this Letter of
Transmittal, the amount of any transfer taxes (whether imposed on the registered
owner(s) or such other persons) payable on account of the transfer to such
person(s) will be deducted from the Purchase Price by the Depositary unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificates for
unpurchased Common Shares and/or checks are to be issued in the name of a person
other than the signer of this Letter of Transmittal or if such certificates
and/or checks are to be sent to someone other than the signer of this Letter of
Transmittal or to the signer at a different address, the captioned boxes
"Special Payment Instructions" and/or "Special Delivery Instructions" on this
Letter of Transmittal should be completed.
8. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any tender of Common Shares will
be determined by the Trust in its sole discretion, whose determination shall be
final and binding on all parties. The Trust reserves the absolute right to
reject any or all tenders determined by it not to be in appropriate form or the
acceptance of or payment for any Common Shares which may, in the opinion of the
Trust's counsel be unlawful. The Trust also reserves the absolute right to waive
any of the conditions of the Offer or any defect or irregularity in
<PAGE>
tender of any particular Common Shares or any particular shareholder, and the
Trust's interpretations of the terms and conditions of the Offer (including
these instructions) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Trust shall determine. Tendered Common Shares will not be accepted
for payment unless all defects and irregularities have either been cured within
such time or waived by the Trust. None of the Trust, Dean Witter Reynolds Inc.,
the Depositary, or any other person shall be obligated to give notice of defects
or irregularities in tenders, nor shall any of them incur any liability for
failure to give any such notice.
9. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to Morgan Stanley Dean Witter
Advisors Inc., Two World Trade Center, New York, N.Y. 10048, or by telephone
(800) 869-NEWS extension 0. Additional copies of the Offer to Purchase and this
Letter of Transmittal may be obtained from Morgan Stanley Dean Witter Trust FSB,
(by mail) P.O. Box 984, Jersey City, NJ 07303 or (by hand delivery or courier)
Harborside Financial Center, Plaza Two, Jersey City, NJ 07311 or by telephone
(800) 869-NEWS extension 0.
10. SUBSTITUTE FORM W-9. Each tendering shareholder who has not already
submitted a completed and signed Substitute Form W-9 to the Trust is required to
provide the Depositary with a correct taxpayer identification number ("TIN") on
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to indicate that the shareholder is not subject to backup withholding by
checking the box in Part 2 of the form. Failure to provide the information on
the form or to check the box in Part 2 of the form may subject the tendering
shareholder to 31% federal income tax withholding on the payments made to the
shareholder or other payee with respect to Common Shares purchased pursuant to
the Offer. The box in Part 3 of the Form may be checked if the tendering
shareholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked and the
Depositary is not provided with a TIN within sixty (60) days, the Depositary
will withhold 31% on all such payments thereafter until a TIN is provided to the
Depositary.
11. WITHHOLDING ON FOREIGN SHAREHOLDERS. The Depositary will withhold
federal income taxes equal to 30% of the gross payments payable to a foreign
shareholder unless the Depositary determines that a reduced rate of withholding
or an exemption from withholding is applicable. For this purpose, a foreign
shareholder is any shareholder that is not (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, or (iii) any estate or trust the income of which is subject to United
States federal income taxation regardless of the source of such income. The
Depositary will determine a shareholder's status as a foreign shareholder and
eligibility for a reduced rate of, or an exemption from, withholding by
reference to the shareholder's address and to any outstanding certificates or
statements concerning eligibility for a reduced rate of, or exemption from,
withholding unless facts and circumstances indicate that reliance is not
warranted. A foreign shareholder who has not previously submitted the
appropriate certificates or statements with respect to a reduced rate of, or an
exemption from, withholding for which such shareholder may be eligible should
consider doing so in order to avoid overwithholding. A foreign shareholder may
be eligible to obtain a refund of tax withheld if such shareholder meets one of
the three tests for capital gain or loss treatment described in Section 15 of
the Offer to Purchase or is otherwise able to establish that no tax or a reduced
amount of tax was due.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE OF IT
(TOGETHER WITH ANY CERTIFICATES FOR COMMON SHARES AND ALL OTHER REQUIRED
DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered Common Shares are
accepted for payment is required by law to provide the Depositary with such
shareholder's correct TIN on Substitute Form W-9 below. If the Depositary is not
provided with a certified TIN, the Internal Revenue Service may subject the
shareholder or other payee to a $50 penalty. In addition, payments that are made
to such shareholder or other payee with respect to Common Shares purchased
pursuant to the Offer may be subject to backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the shareholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certificate of
Taxpayer Identification Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any such payments made to the shareholder or other payee. 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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made to a shareholder or other
payee with respect to Common Shares purchased pursuant to the Offer, the
shareholder who has not already submitted a completed and signed Substitute Form
W-9 to the Trust is required to notify the Depositary of the 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:
(a) the shareholder has not been notified by the Internal Revenue
Service that the shareholder is subject to backup withholding as a result of
failure to report all interest or dividends; or
(b) the Internal Revenue Service has notified the shareholder that the
shareholder is no longer subject to backup withholding.
<PAGE>
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Common Shares. If the Common Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
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PAYER'S NAME: MORGAN STANLEY DEAN WITTER TRUST FSB
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Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number
SUBSTITUTE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. OR --------------------------
FORM W-9 Employer Identification Number
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Part 2--Check the box if you are NOT subject to backup withholding under the
provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you
have not been notified that you are subject to backup withholding as a result of
Department of the Treasury failure to report all interest or dividends or (2) the Internal Revenue Service has
Internal Revenue Service notified you that you are no longer subject to backup withholding. / /
</TABLE>
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CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT Part 3
PAYER'S REQUEST FOR TAXPAYER THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT, AND
IDENTIFICATION NUMBER ("TIN") COMPLETE.
SIGNATURE --------------------------- DATE --------------- Awaiting TIN / /
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF SUBSTITUTE FORM W-9
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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 if I do not provide a
Taxpayer Identification Number within sixty (60) days, 31%
of all reportable payments made to me thereafter will be
withheld until I provide a number.
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SIGNATURE DATE
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