<PAGE>
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK, $0.001 PAR VALUE OF
THE LATIN AMERICA INVESTMENT FUND, INC.
(THE "FUND")
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED SEPTEMBER 8, 2000
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THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME
ON OCTOBER 20, 2000, UNLESS THE OFFER IS EXTENDED
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THE DEPOSITARY:
EQUISERVE TRUST COMPANY, N.A.
DEPOSITARY TELEPHONE NUMBER:
(800) 730-6001
DEPOSITARY ADDRESSES:
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BY FIRST CLASS MAIL: BY REGISTERED, CERTIFIED OR BY HAND:
EXPRESS MAIL OR OVERNIGHT
COURIER:
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer & Reporting
Attn: Corporate Actions Attn: Corporate Actions Services, Inc.
P.O. Box 9573 40 Campanelli Drive c/o Equiserve Trust Company, N.A.
Boston, MA 02205-9573 Braintree, MA 02184 100 William Street, Galleria
New York, NY 10038
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
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DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4)
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NAME(S) AND ADDRESS(ES) OF
REGISTERED OWNER(S):
(PLEASE FILL IN, IF BLANK,
EXACTLY THE NAME(S) IN WHICH
SHARES ARE REGISTERED)
(ATTACH ADDITIONAL SIGNED
LIST, IF NECESSARY) SHARES TENDERED*
--------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF SHARES
REPRESENTED BY NUMBER OF SHARES
CERTIFICATE NUMBER(S)* CERTIFICATE(S) TENDERED**
------------------------------- ---------------------------- ----------------------
------------------------------- ---------------------------- ----------------------
------------------------------- ---------------------------- ----------------------
------------------------------- ---------------------------- ----------------------
------------------------------- ---------------------------- ----------------------
------------------------------- ---------------------------- ----------------------
Total Shares Tendered
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* If the Shares tendered hereby are in certificate form, the certificates representing such Shares MUST be
returned together with this Letter of Transmittal.
** Need not be completed for Book-Entry Shares.
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1
<PAGE>
/ / I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF STOCK OF THE LATIN AMERICA
INVESTMENT, INC. AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING SUCH
CERTIFICATE(S). SEE INSTRUCTION 3.
THE UNDERSIGNED ALSO TENDERS ALL UNCERTIFICATED SHARES HELD IN THE NAME(S) OF
THE UNDERSIGNED BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND
REINVESTMENT PLAN, IF ANY. CHECK THIS BOX / / IF THERE ARE ANY SUCH SHARES.
/ / THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY,
SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED UNDER
SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED BY EACH REGISTERED OWNER OF
SHARES WHICH ARE CONSIDERED TO BE CONSTRUCTIVELY OWNED BY THE UNDERSIGNED.
This Letter of Transmittal is to be used (a) if you desire to effect the
tender transaction yourself, (b) if you intend to request your broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
you and the Shares are not registered in the name of such broker, dealer,
commercial bank, trust company or other nominee, and (c) by a broker, dealer,
commercial bank, trust company or other nominee effecting the transaction as a
registered owner or on behalf of a registered owner. To accept the Offer in
accordance with its terms, a Letter of Transmittal (or a copy or facsimile
thereof) properly completed and bearing original signature(s) and the original
of any required signature guarantee(s), any certificates representing Shares
tendered, any other documents required by this Letter of Transmittal must be
mailed or delivered to the Depositary at an appropriate address set forth above
and must be received by the Depositary prior to 5:00 P.M. Eastern Time on
October 20, 2000, or such later time and date to which the Offer is extended,
unless the tendering party has satisfied the conditions for guaranteed delivery
described in Section 4(c) of the Offer to Purchase. Delivery of documents to a
book-entry transfer facility does not constitute delivery to the Depositary.
The boxes below are to be checked by eligible institutions only.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST
COMPANY ("DTC") AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
DTC Participant Number: ____________________________________________________
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s): ____________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Eligible Institution Which Guaranteed Delivery: ____________________
DTC Participant Number (if delivered by book-entry transfer): ______________
2
<PAGE>
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The person(s) signing this Letter of Transmittal (the "Signor") hereby
tender(s) to The Latin America Investment Fund, Inc., a non-diversified,
closed-end management investment company incorporated in Maryland (the "Fund"),
the above-described shares of common stock, par value $0.001 per share (the
"Shares"), of the Fund, for purchase by the Fund at a price (the "Purchase
Price") equal to 95% of the net asset value ("NAV") per Share determined as of
the close of the regular trading session of the New York Stock Exchange on the
Expiration Date (or, if the Offer as defined below is extended, on the date to
which the offer is extended) in cash, under the terms and subject to the
conditions set forth in the Offer to Purchase dated September 8, 2000, receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which Offer
to Purchase and Letter of Transmittal together with any amendments or
supplements thereto collectively constitute the "Offer").
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the Signor hereby
sells, assigns and transfers to, or upon the order of, the Fund all right, title
and interest in and to all of the Shares that are being tendered hereby that are
purchased pursuant to the Offer and hereby irrevocably constitutes and appoints
EquiServe Trust Company, N.A. (the "Depositary") as attorney-in-fact of the
Signor with respect to such Shares, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (a) present certificate(s) for such Shares, if any, for cancellation and
transfer on the Fund's books and (b) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares, subject to the next
paragraph, all in accordance with the terms and subject to the conditions set
forth in the Offer.
The Signor hereby represents and warrants that (a) the Signor, if a broker,
dealer, commercial bank, trust company or other nominee, has obtained the
tendering shareholder's instructions to tender pursuant to the terms and
conditions of this Offer in accordance with the letter from the Fund to brokers,
dealers, commercial banks, trust companies and other nominees; (b) when and to
the extent the Fund accepts the Shares for purchase, the Fund will acquire good,
marketable and unencumbered title thereto, free and clear of all security
interests, liens, restrictions, 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 Signor will execute and
deliver any additional documents that the Depositary or the Fund deems necessary
or desirable to complete the assignment, transfer and purchase of the Shares
tendered hereby; and (d) the Signor has read and agrees to all of the terms and
conditions of the Offer.
The name(s) and address(es) of the registered owner(s) should be printed as
on the registration of the Shares. If the Shares tendered hereby are in
certificate form, the certificate(s) representing such Shares must be returned
together with this Letter of Transmittal.
The Signor recognizes that, under certain circumstances as set forth in the
Offer to Purchase, the Fund may amend, extend or terminate the Offer or may not
be required to purchase any of the Shares tendered hereby. In any such event,
the Signor understands that certificate(s) for the Shares not purchased, if any,
will be returned to the Signor at its registered address unless otherwise
indicated under the Special Delivery Instructions below. The Signor recognizes
that the Fund has no obligation, pursuant to the Special Payment Instructions
set forth below, to transfer any Shares from the name of the registered owner
thereof if the Fund purchases none of such Shares.
The Signor understands that acceptance of Shares by the Fund for payment
will constitute a binding agreement between the Signor and the Fund upon the
terms and subject to the conditions of the Offer.
3
<PAGE>
The check for the purchase price of the tendered Shares purchased will be
issued to the order of the Signor and mailed to the address indicated, unless
otherwise indicated below in the box titled Special Payment Instructions or the
box titled Special Delivery Instructions. The Fund 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 Signor and all obligations of the Signor hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the Signor. Except as stated in the Offer, this tender is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
certificates not accepted for payment in the name(s) of the registered
holder(s) appearing above under "Description of Shares Tendered." Similarly,
unless otherwise indicated under "Special Delivery Instructions," please mail
the check for the purchase price for any Shares purchased and/or return any
Share certificates not accepted for payment (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Shares Tendered." In the event that both the Special Payment
Instructions and the Special Delivery Instructions are completed, please issue
the check for the purchase price and/or return any Share certificates not
accepted for payment in the name of, and deliver such check and/or return any
such Share certificates to, the person(s) so indicated. The undersigned
recognizes that the Fund has no obligation pursuant to the Special Payment
Instructions to transfer any Shares from the name of the registered holder
thereof if the Fund does not accept for payment any of the Shares tendered
hereby.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if any certificate To be completed ONLY if any certificate
for Shares not purchased, and/or a for Shares not purchased, and/or a
check for the purchase price of Shares check for the purchase price of Shares
accepted for payment, is to be issued accepted for payment and issued in the
in the name of someone other than the name of the registered owner(s), is to
undersigned. be sent to someone other than the
registered owner(s) or to the regis-
tered owner(s) at an address other than
that shown above.
Issue / / Check to: Mail / / Check to:
/ / Certificate(s) to: / / Certificate(s) to:
Name(s) Name(s)
--------------------------------------- ---------------------------------------
(Please Print) (Please Print)
Address(es) Address(es)
--------------------------------- ---------------------------------
--------------------------------------- ---------------------------------------
(City, State, Zip Code) (City, State, Zip Code)
---------------------------------------
(Tax Identification or Social Security
Number(s))
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4
<PAGE>
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SHAREHOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1 AND 5) (PLEASE SEE SUBSTITUTE FORM W-9) (PLEASE
PRINT EXCEPT FOR SIGNATURE)
(Signature(s) Exactly as Shares Are
Registered)
------------------------------------------------------------
------------------------------------------------------------
(SIGNATURES OF SHAREHOLDER(S))
Dated:
------------------------------------------------------------ , 2000
Must be signed by registered owner(s) exactly as Shares are
registered. If signature is by an 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. Signature guarantees are required in
certain circumstances. See Instruction 1. By signing this Letter of
Transmittal, you represent that you have read the entire Letter of
Transmittal.
Name(s)
------------------------------------------------------------
------------------------------------------------------------
(PLEASE PRINT NAME(S) OF OWNER(S) EXACTLY AS SHARES ARE
REGISTERED)
(Tax Identification or Social Security Number(s)):
------------------------------------------------------------
Daytime Telephone Number, including Area Code:
------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5) (PLEASE PRINT EXCEPT FOR
SIGNATURE)
Authorized Signature
--------------------------------------------------------
Name
------------------------------------------------------------
Name of Firm
------------------------------------------------------------
Address
------------------------------------------------------------
(INCLUDE ZIP CODE)
Telephone Number, including Area Code
------------------------------------------------------------
Dated:
------------------------------------------------------------ , 2000
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5
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal if (a) this Letter of Transmittal is signed by the
registered holder(s) of Shares tendered hereby (including, for purposes of this
document, any participant in the book-entry transfer facility of The Depository
Trust Company ("DTC") whose name appears on DTC's security position listing as
the owner of Shares), unless such holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" included in this Letter of Transmittal, or (b) the Shares are
tendered for the account of a firm (an "Eligible Institution") which is a
broker, dealer, commercial bank, credit union, savings association or other
entity which is a member in good standing of a stock transfer association's
approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used (a) if Shares are to be forwarded herewith, (b) if
uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's
Dividend Reinvestment Plan are to be tendered, or (c) if tenders are to be made
by book-entry transfer to the account maintained by the Depositary pursuant to
the procedure set forth in Section 4 of the Offer to Purchase.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS
LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH ANY BOOK-ENTRY TRANSFER FACILITY IS AT THE OPTION AND SOLE RISK OF THE
TENDERING SHAREHOLDER. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
TIMELY DELIVERY.
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. Shareholders have the responsibility to cause their
Shares (in proper certificated or uncertificated form), this Letter of
Transmittal (or a copy or facsimile hereof) properly completed and bearing
original signature(s) and the original of any required signature guarantee(s),
any other documents required by this Letter of Transmittal to be timely
delivered in accordance with the Offer.
The Fund will not accept any alternative, conditional or contingent tenders.
All tendering shareholders, brokers, dealers, commercial banks, trust companies
and other nominees, by execution of this Letter of Transmittal (or a copy or
facsimile hereof), waive any right to receive any notice of the acceptance of
their tender.
3. LOST CERTIFICATES. In the event that any shareholder is unable to
deliver to the Depositary the Certificate(s) representing his, her or its Shares
due to the loss or destruction of such Certificate(s), such fact should be
indicated on the face of this Letter of Transmittal. In such case, the
stockholder should also contact the Depositary, at (800) 730-6001, to report the
lost securities. The Depositary will forward additional documentation which such
stockholder must complete in order to effectively surrender such lost or
destroyed Certificate(s) (including affidavits of loss and indemnity bonds in
lieu thereof). There may be a fee in respect of lost or destroyed Certificates,
but surrenders hereunder regarding such lost certificates will be processed only
after such documentation has been submitted to and approved by the Depositary.
4. INADEQUATE SPACE. If the space provided in any of the boxes to be
completed is inadequate, the necessary information should be listed on a
separate schedule signed by all of the required signatories and attached hereto.
5. PRORATION. If more than 3,125,120 Shares are duly tendered prior to the
expiration of the Offer (and not timely withdrawn), the Fund will purchase
Shares from tendering shareholders, in accordance with the terms and subject to
the conditions specified in the Offer to Purchase, on a pro rata basis
(disregarding fractions) in accordance with the number of Shares duly tendered
by each
6
<PAGE>
shareholder during the period the Offer is open (and not timely withdrawn),
unless the Fund determines not to purchase any Shares. Certificates representing
Shares tendered but not purchased will be returned promptly following the
termination, expiration or withdrawal of the Offer, without further expense to
the tendering shareholder.
6. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATIONS AND ENDORSEMENTS.
(a) 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 certificate(s) for the Shares tendered
without alteration, enlargement or any change whatsoever.
(b) If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
(c) If any of the tendered Shares are registered in different names
(including Shares attributed to the tendering shareholder for Federal income tax
purposes under Section 318 of the Code) on several certificates, it is necessary
to complete, sign and submit as many separate Letters of Transmittal as there
are different registrations.
(d) If this Letter of Transmittal or any certificate for Shares tendered or
stock powers relating to Shares tendered 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 proper evidence satisfactory to the Fund of their
authority so to act must be submitted.
(e) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares transmitted hereby, no endorsements of certificates or separate stock
powers are required unless payment is to be made to, or certificates for Shares
not purchased are to be issued in the name of, a person other than the
registered holder(s). SIGNATURES ON SUCH CERTIFICATES OR STOCK POWERS MUST BE
GUARANTEED BY AN ELIGIBLE INSTITUTION.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed thereon, the
certificate(s) 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 the certificate(s) for the Shares involved. SIGNATURES ON
SUCH CERTIFICATES OR STOCK POWERS MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
7. TRANSFER TAXES. The Fund will pay any transfer taxes payable on the
transfer to it of Shares purchased pursuant to the Offer, provided, however,
that if (a) payment of the Purchase Price is to be made to, or (in the
circumstances permitted by the Offer) unpurchased Shares are to be registered in
the name(s) of, any person(s) other than the registered owner(s), or (b) if any
tendered certificate(s) are registered, or the Shares tendered are otherwise
held, in the name(s) of any person(s) other than the registered owner, the
amount of any transfer taxes (whether imposed on the registered owner(s) or such
other person(s)) payable on account of the transfer to such person(s) will be
deducted from the Purchase Price unless satisfactory evidence of the payment of
such taxes, or exemption therefrom, is submitted herewith.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for
unpurchased Shares and/or check(s) are to be issued in the name of a person
other than the registered owner(s) or if such certificate(s) and/or
check(s) are to be sent to someone other than the registered owner(s) or to the
registered owner(s) at a different address, the captioned boxes "Special Payment
Instructions" and/or "Special Delivery Instructions" in this Letter of
Transmittal must be completed.
9. DETERMINATIONS OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined not to be in appropriate form or to refuse to accept for
payment, purchase or pay for, any Shares if, in the opinion of the Fund's
counsel, accepting, purchasing or paying for such
7
<PAGE>
Shares would be unlawful. The Fund also reserves the absolute right to waive any
of the conditions of the Offer or any defect in any tender, whether generally or
with respect to any particular Share(s) or shareholder(s). The Fund's
interpretations of the terms and conditions of the Offer (including these
instructions) shall be final and binding.
NEITHER THE FUND, ITS BOARD OF DIRECTORS, CSAM, THE DEPOSITARY NOR ANY OTHER
PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY
IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY
SUCH NOTICE.
10. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Depositary at the mailing
address provided above or by telephoning (800) 730-6001. Requests for additional
copies of the Offer to Purchase and this Letter of Transmittal may be directed
to Shareholder Communications Corporation, the Information Agent, by telephoning
(800) 498-2621. Shareholders who do not own Shares directly may also obtain such
information and copies from their broker, dealer, commercial bank, trust company
or other nominee. shareholders who do not own Shares directly are required to
tender their Shares through their broker, dealer, commercial bank, trust company
or other nominee and should NOT submit this Letter of Transmittal to the
Depositary.
11. RESTRICTION ON SHORT SALES. Section 14(e) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Rule 14e-4 promulgated
thereunder, make it unlawful for any person, acting alone or in concert with
others, to tender Shares in a partial tender offer for such person's own account
unless at the time of tender, and at the time the Shares are accepted for
payment, the person tendering has a "net long position" equal to or greater than
the amount tendered in (a) Shares, and will deliver or cause to be delivered
such Shares for the purpose of tender to the person making the Offer within the
period specified in the Offer, or (b) an equivalent security and, upon
acceptance of his or her tender, will acquire Shares by conversion, exchange, or
exercise of such equivalent security to the extent required by the terms of the
Offer, and will deliver or cause to be delivered the Shares so acquired for the
purpose of tender to the Fund prior to or on the Expiration Date.
Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the
tender or guarantee of a tender on behalf of another person.
The acceptance of Shares by the Fund for payment will constitute a binding
agreement between the tendering shareholder and the Fund upon the terms and
subject to the conditions of the Offer, including the tendering shareholder's
representation that the shareholder has a "net long position" in the Shares
being tendered within the meaning of Rule 14e-4 and that the tender of such
Shares complies with Rule 14e-4.
12. BACKUP WITHHOLDING TAX. Under the U.S. federal income tax laws, the
Depositary may be required to withhold 31% of the amount of any payment made to
certain holders pursuant to the Offer. In order to avoid such backup withholding
tax, each tendering U.S. shareholder who has not already submitted a correct,
completed and signed Form W-9 or Substitute Form W-9 to the Fund should provide
the Depositary with the shareholder's correct taxpayer identification number
("TIN") by completing a Substitute Form W-9, a copy of which is included in this
Letter of Transmittal. In general, if a U.S. shareholder is an individual, the
TIN is the individual's Social Security number. If the Depositary is not
provided with the correct TIN, the U.S. shareholder may be subject to a penalty
imposed by the Internal Revenue Service. The box in Part 2 of the Substitute
Form W-9 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 2 is checked and payment of the purchase price of Shares is made
within 60 days of the receipt by the Depositary of the Substitute Form W-9, the
Depositary is not required to withhold any backup withholding tax from the
payment. Certain U.S. shareholders (including, among others, all U.S.
corporations) are not subject to these backup withholding and reporting
requirements, but should nonetheless complete a Substitute Form W-9 to avoid the
possible erroneous imposition of a backup withholding tax.
8
<PAGE>
In order for a non-U.S. shareholder to avoid the 31% backup withholding tax,
the non-U.S. shareholder must submit a statement to the Depositary signed under
penalties of perjury attesting as to its non-U.S. status. A copy of Form W-8 and
instructions for completing that form are enclosed for such shareholders.
Backup withholding tax is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding tax will
be reduced by the amount of tax withheld. If backup withholding results in an
overpayment of taxes, the shareholder may claim a refund from the Internal
Revenue Service. All shareholders are urged to consult their own tax advisors as
to the specific tax consequences to them of the Offer.
The tax information set forth above is included for general information only
and may not be applicable to the situations of certain taxpayers.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A COPY OR FACSIMILE HEREOF)
PROPERLY COMPLETED AND BEARING ORIGINAL SIGNATURE(S) AND THE ORIGINAL OF ANY
REQUIRED SIGNATURE GUARANTEE(S), SHARES (IN PROPER CERTIFICATED OR
UNCERTIFICATED FORM) AND OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
DEPOSITARY, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE
OFFER.
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PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A., DEPOSITARY
--------------------------------------------------------------------------------------------------------
Part 1: PLEASE PROVIDE YOUR TIN IN Social Security Number
SUBSTITUTE THE BOX AT THE RIGHT AND CERTIFY or
FORM W-9 BY SIGNING AND DATING BELOW Employer Identification Number
--------------------------
---------------------------------------------------------------------
Department of the Treasury Name: ---------------------------------------------------------------
Internal Revenue Service (Please Print)
Address: ----------------------------------------------------------
------------------------------------------------------------------
(Include Zip Code)
CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE, AND
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE (I) I AM
EXEMPT FROM BACKUP WITHHOLDING, (II) I HAVE NOT BEEN NOTIFIED BY THE
INTERNAL REVENUE SERVICES (THE "IRS") THAT I AM SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF UNDERREPORTING INTEREST OR DIVIDENDS, OR
(III) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP
WITHHOLDING. (YOU MUST CROSS OUT ITEM (2) IN THE IMMEDIATELY
PRECEDING SENTENCE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE
CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE YOU FAILED TO REPORT
ALL INTEREST AND DIVIDENDS ON YOUR RETURN.
PAYER'S REQUEST
SIGNATURE --------------------------- DATE ------------
Part 2--Awaiting TIN [] Please see below.
--------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECK THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
<TABLE>
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----------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
CERTIFICATION
I certify, under penalties of perjury, that a Taxpayer
Identification Number has not been issued to me, and that 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 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 payer within 60 days,
the Depositary is required to withhold 31% of all payments
due to me pursuant to the Offer.
--------------------------------- -------------------
SIGNATURE DATE
----------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
10
