<PAGE>
EXHIBIT (a)(2)
Letter of Transmittal
to
Tender Shares Of Common Stock
(Including The Associated Stock Purchase Rights)
of
Splash Technology Holdings, Inc.,
Pursuant To The
Offer To Purchase,
Dated September 14, 2000,
to
Vancouver Acquisition Corp.,
A Wholly Owned Subsidiary
of
Electronics For Imaging, Inc.
The Offer and Withdrawal Rights Will Expire at 5:00 p.m., New York City Time,
on Friday, October 13, 2000, Unless the Offer is Extended.
The Depositary for the offer is:
[LOGO OF WILMINGTON TRUST COMPANY]
By Hand/Overnight By By Mail:
Courier: Facsimile Transmission:
(302) 651-1079 Corporate Trust Operations
Wilmington Trust Company Wilmington Trust Company
1105 North Market Street, Confirm by Telephone: P.O. Box 8861
First Floor (302) 651-8869 Wilmington, Delaware
Wilmington, Delaware 19801 19899-8861
Attn: Corporate Trust
Operations
Please read the instruction accompanying this Letter of Transmittal carefully
before completing this Letter of Transmittal.
DESCRIPTION OF SHARES OF SPLASH STOCK SURRENDERED
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Certificate(s)
Name(s) and Address(es) of Registered Holder(s) Surrendered
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Number of Shares
Stock Certificate No(s)., Represented
if available* by Certificate**
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<S> <C> <C>
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</TABLE>
* Need not be completed by stockholders delivering shares of common stock
of Splash Technology Holdings, Inc. ("Splash") by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all shares evidenced
by each certificate delivered to the Depositary are being tendered. See
Instruction 4.
<PAGE>
Stockholders of Splash must complete this Letter of Transmittal either if
certificates evidencing shares are to be forwarded with this letter or if
delivery of shares is to be made by book-entry transfer to an account
maintained by the Depositary at The Depositary Trust Company. Delivery of
documents to The Depositary Trust Company does not constitute delivery to the
Depositary.
Stockholders whose certificates evidencing shares are not immediately
available or who cannot deliver their certificates and all other documents
required hereby to the Depositary prior to the Expiration Date (as defined in
Section 1 of the Offer to Purchase) or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis and who wish to tender their
shares must do so pursuant to the guaranteed delivery procedure described in
Section 3 of the Offer to Purchase. See Instruction 2.
[_]CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE DEPOSITARY TRUST COMPANY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket No. (if any): ________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
If delivery is by book-entry transfer, give the following information:
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
IMPORTANT: This Letter of Transmittal (or manually signed facsimile of it),
properly completed and duly executed (together with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message) and
certificates or confirmation of book-entry transfer and all other required
documents) or a properly completed and duly executed notice of Guaranteed
Delivery must be received by the Depositary prior to the Expiration Date (as
defined in the Offer to Purchase). Delivery of this Letter of Transmittal to
an address, or transmission of instructions via a facsimile number, other than
as set forth above, will not constitute a valid delivery.
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Vancouver Acquisition Corp., a wholly
owned subsidiary ("Purchaser") of Electronics For Imaging, Inc., shares of
common stock (and the associated preferred stock purchase rights) of Splash,
pursuant to Purchaser's offer to purchase all shares at $10.00 per share, net
to the seller in cash, less any required withholding taxes and without
interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated September 14, 2000, receipt of which is hereby
acknowledged, and in this Letter of Transmittal. The undersigned understands
that Purchaser reserves the right to transfer or assign, in whole or from time
to time in part, to one or more of its affiliates the right to purchase all or
any portion of shares tendered pursuant to the offer.
Upon the terms and subject to the conditions of the offer (and if the offer
is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment of shares tendered
herewith, in accordance with the terms of the offer, the undersigned hereby
sells, assigns and transfers to or upon the order of Purchaser all right,
title and interest in and to all shares that are being tendered hereby and all
dividends, distributions (including, without limitation, distributions of
additional shares) and rights declared, paid or distributed in respect of
those shares on or after September 14, 2000 (collectively, "Distributions")
and irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to the tendered shares (and
all Distributions), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (1)
deliver certificates evidencing the tendered shares (and all Distributions),
or transfer ownership of the tendered shares (and all Distributions) on the
account books maintained by The Depositary Trust Company, together, in either
case, with all accompanying evidences of transfer and authenticity, to or upon
the order of Purchaser, (2) present the tendered shares (and all
Distributions) for transfer on the books of Splash and (3) receive all
benefits and otherwise exercise all rights of beneficial ownership of the
tendered shares (and all Distributions), all in accordance with the terms of
the offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints the designees of Purchaser and Electronics For Imaging, Inc. and each
of them, as the attorneys and proxies of the undersigned, each with full power
of substitution, to vote in such manner as each such attorney and proxy or his
substitute will, in his sole discretion, deem proper and otherwise act (by
written consent or otherwise) with respect to all tendered shares which have
been accepted for payment by Purchaser prior to the time of such vote or other
action and all shares and other securities issued in Distributions in respect
of the tendered shares, which the undersigned is entitled to vote at any
meeting of stockholders of Splash (whether annual or special and whether or
not an adjourned or postponed meeting) or consent in lieu of any such meeting
or otherwise. This proxy and power of attorney is coupled with an interest in
the tendered shares, is irrevocable and is granted in consideration of, and is
effective upon, the acceptance for payment of the tendered shares by Purchaser
in accordance with other terms of the offer. Acceptance for payment will
revoke all other proxies and powers of attorney granted by the undersigned at
any time with respect to the tendered shares (and all shares and other
securities issued in Distributions in respect of the tendered shares), and no
subsequent proxies, powers of attorney, consents or revocations may be given
by the undersigned with respect thereto (and if given will not be deemed
effective). The undersigned understands that, in order for shares or
Distributions to be deemed validly tendered, immediately upon Purchaser's
acceptance of the tendered shares for payment, Purchaser must be able to
exercise full voting and other rights with respect to the tendered shares (and
any and all Distributions), including, without limitation, voting at any
meeting of Splash's stockholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer shares tendered
hereby and all Distributions, that when the tendered shares are accepted for
payment by Purchaser, Purchaser will acquire good, marketable and unencumbered
title thereto and to all Distributions, free and clear of all liens,
restriction, charges and encumbrances, and that none of the tendered shares
and Distributions will be subject to any adverse claim. The undersigned, upon
request, will execute and deliver all additional documents deemed by the
Depositary or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the tendered shares and all Distributions. In
addition, the undersigned will
3
<PAGE>
remit and transfer promptly to the Depositary for the account of Purchaser all
Distributions in respect of shares tendered hereby, accompanied by appropriate
documentation of transfer, and until receipt of transfer or appropriate
assurance of receipt and transfer, Purchaser will be entitled to all rights
and privileges as owner of each such Distribution and may withhold the entire
purchase price of the tendered shares, or deduct from the purchase price, the
amount or value of that Distribution as determined by Purchaser in its sole
discretion.
No authority herein conferred or agreed to be conferred will be affected
by, and all such authority will survive, the death or incapacity of the
undersigned. All obligations of the undersigned in this Letter of Transmittal
will be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable. The undersigned understands that the valid tender of
shares pursuant to any one of the procedures described in Section 3 of the
Offer to Purchase and in the Instructions to this Letter of Transmittal will
constitute the undersigned's acceptance of the terms and conditions of the
offer. Purchaser's acceptance of the tendered shares for payment will
constitute a binding agreement between the undersigned and Purchaser upon the
terms and subject to the conditions of the offer (and if the offer is extended
or amended, the terms or conditions of any such extension or amendment).
Unless otherwise indicated below in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all shares
purchased and return all certificates evidencing shares not tendered or not
accepted for payment in the name(s) of the registered holder(s) appearing
above under "Description of Shares Tendered." Similarly, unless otherwise
indicated below in the box entitled "Special Delivery Instructions," please
mail the check for the purchase price of all shares purchased and return all
certificates evidencing shares not tendered or not accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under "Description of Shares Tendered" on the
reverse of this Letter of Transmittal. In the event that the boxes below
entitled "Special Payment Instructions" and "Special Delivery Instructions"
are both completed, please issue the check for the purchase price of all
shares purchased and return all certificates evidencing shares not tendered or
not accepted for payment in the name(s) of, and deliver such check and return
such certificates (and any accompanying documents, as appropriate) to, the
person(s) so indicated. Unless otherwise indicated below in the box entitled
"Special Payment Instructions," please credit any shares tendered hereby and
delivered by book-entry transfer that are not accepted for payment by
crediting the account at The Depositary Trust Company. The undersigned
recognizes that Purchaser has no obligation, pursuant to the Special Payment
Instructions, to transfer any shares from the name of the registered holder(s)
if Purchaser does not accept for payment any shares tendered hereby.
4
<PAGE>
Important: All Splash stockholders submitting this Letter of Transmittal must
sign below and complete a Substitute Form W-9.
X ____________________________________________________________________ Dated:
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificates or on a security position listing by person(s) authorized to
become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)
Name(s): ______________________________________________________________________
Please Print
Capacity (full title): ________________________________________________________
Address: _____________________________________________________________________
_______________________________________________________________________________
Please Include Zip Code
Daytime Area Code and Telephone No: ___________________________________________
Taxpayer Identification or
Social Security No.: __________________________________________________________
(See Substitute Form W-9 on Reverse Side)
Guarantee of Signature(s)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
Financial Institutions: Place Medallion Guarantee in Space Below
5
<PAGE>
If you do not wish to have the If you wish to have the check
check for the purchase price of the delivered to someone other than the
shares and the certificate evidencing record holder(s) or to an address
shares not tendered or not purchased other than the address specified in
issued in the name of the record "Description of Shares of Splash
holder(s) of the shares of Splash's Stock Surrendered" please complete
common stock, please complete the the "Special Delivery Instructions"
"Special Payment Instructions" below. below and the check will be mailed to
If the check for the purchase price the address(es) indicated.
of the tendered shares and the
certificate evidencing shares not
tendered or not purchased are to be
registered in the name of anyone
other than the registered holder or
mailed to any person(s) other than
the person(s) signing this Letter of
Transmittal, the certificate(s) must
be endorsed and signatures
guaranteed.
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
Fill in ONLY if check for the
purchase price of shares purchased
and certificates evidencing shares
not tendered or not purchased are
to be delivered to someone other
than the undersigned or to the
undersigned at an address other
than that shown above. Please
Print.
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
Fill in ONLY if check for the
purchase price of the shares and
the certificate evidencing shares
not tendered or not purchased are
to be issued in the name of someone
other than the registered
holder(s). Please Print.
Deliver check(s) to:
Name: ______________________________
(First, Middle & Last Name)
Address: ___________________________
(Number and Street)
Name: ______________________________
(First, Middle & Last Name) __________________________________
(City, State and Zip)
Address: ___________________________
(Number and Street) Tax Identification or Social
Security Number: ___________________
____________________________________
(City, State and Zip)
Tax Identification or Social
Security Number: ___________________
6
<PAGE>
PAYER'S NAME: Wilmington Trust Company
Part 1--PLEASE PROVIDE YOUR TAXPAYER Social Security
SUBSTITUTE IDENTIFICATION NUMBER IN THE BOX AT RIGHT AND Number OR
Form W-9 CERTIFY BY SIGNING AND DATING BELOW. Employer
Identification
Number:
-----------------------------------------------------------------
Part 2--Check one of the boxes below. I am
(we are) NOT subject to backup withholding
under the Internal Revenue Code because (a) I
am (we are) exempt from backup withholding,
or (b) I (we) have not been notified that I
am (we are) subject to backup withholding as
a result of failure to report all interest or
dividends, or (c) the Internal Revenue
Service has notified me (us) that I am (we
are) no longer subject to backup withholding.
[_] Correct[_] Not Correct
-----------------------------------------------------------------
Payer's CERTIFICATION--UNDER PENALTIES OF PERJURY, I Part 3
Request for CERTIFY THAT THE INFORMATION PROVIDED ON THIS Awaiting
Taxpayer FORM IS TRUE, CORRECT AND COMPLETE. Taxpayer
Identification Identification
Number
SIGNATURE: ___________________________________ Number
DATE: __________________________ [_]
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under 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 because I have not provided a taxpayer identification
number, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number. If I provide a properly certified
taxpayer identification number within 60 days, you will refund the tax if I
so request.
_____________________________________ _________________________
Signature Date
For assistance in completing this form, call the Depositary at (302) 651-8869
and also see Instruction 9 and the section entitled "Important Tax
Information."
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENT (IF ANY) MADE TO YOU WITH
RESPECT TO SHARES OF COMMON STOCK OF SPLASH SURRENDERED. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
7
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of the Security Depositary
Medallion Signature Program, or by any other "eligible guarantor institution,"
as such term is defined in Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended (each of the foregoing being an "Eligible
Institution"), unless (a) this Letter of Transmittal is signed by the
registered holder(s) of shares (which term, for purposes of this document,
will include any participant in The Depositary Trust Company whose name
appears on a security position listing as the owner of shares) tendered hereby
and such holder(s) has (have) not completed the box entitled "Special Payment
Instructions" or "Special Delivery Instructions" on the reverse of this Letter
of Transmittal or (b) the shares are tendered for the account of an Eligible
Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates. This Letter of
Transmittal is to be used either if certificates are to be forwarded with it
or if tenders are to be made pursuant to the procedures for tenders by book-
entry transfer pursuant to the procedure set forth in Section 3 of the Offer
to Purchase. Certificates evidencing all physically tendered shares, or a
confirmation of a book-entry transfer into the Depositary's account at The
Depositary Trust Company of all shares delivered by book-entry transfer, as
well as a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile of it) and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth below prior to the Expiration Date (as defined in Section
1 of the Offer to Purchase). If certificates are forwarded to the Depositary
in multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each delivery.
Stockholders whose certificates are not immediately available, who cannot
deliver their certificates and all other required documents to the Depositary
prior to the Expiration Date or who cannot complete the procedure for delivery
by book-entry transfer on a timely basis may tender their shares pursuant to
the guaranteed delivery procedure described in Section 3 of the Offer to
Purchase. That procedure involves: (a) a tender that is by or through an
Eligible Institution; (b) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by Purchaser,
must be received by the Depositary prior to the Expiration Date; and (c) the
certificates evidencing all physically delivered shares in proper form for
transfer by delivery, or a confirmation of a book-entry transfer into the
Depositary's account at The Depositary Trust Company of all shares delivered
by book-entry transfer, in each case together with a Letter of Transmittal (or
a facsimile of it), properly completed and duly executed, with any required
signature guarantees (or in the case of a book-entry transfer, an Agent's
Message (as defined in Section 3 of the Offer to Purchase)) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three trading days after the date of execution of the Notice
of Guaranteed Delivery, all as described in Section 3 of the Offer to
Purchase.
The method of delivery of this Letter of Transmittal, certificates and all
other required documents, including delivery through The Depositary Trust
Company, is at the option and risk of the tendering stockholder, and the
delivery will be deemed made only when actually received by the Depositary. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted, and no
fractional shares will be purchased. By execution of this Letter of
Transmittal (or a manually signed facsimile of it), all tendering stockholders
waive any right to receive any notice of the acceptance of their shares for
payment.
3. Inadequate Space. If the space provided on the reverse of this Letter of
Transmittal under "Description of Shares Tendered" is inadequate, the
certificate numbers, the number of shares evidenced by such certificates and
the number of shares tendered should be listed on a separate signed schedule
and attached to this Letter of Transmittal.
8
<PAGE>
4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer). If fewer than all shares evidenced by any certificate delivered to
the Depositary with this Letter of Transmittal are to be tendered, fill in the
number of shares that are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, new certificate(s) evidencing the remainder of
shares that were evidenced by the certificates delivered to the Depositary
with this Letter of Transmittal will be sent to the person(s) signing this
Letter of Transmittal, unless otherwise provided in the box entitled "Special
Delivery Instructions" on the reverse of this Letter of Transmittal, as soon
as practicable after the Expiration Date or the termination of the offer. All
shares evidenced by certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificates evidencing the tendered shares without
alteration, enlargement or any other change whatsoever.
If any tendered shares are held of record by two or more persons, all of
those named persons must sign this Letter of Transmittal.
If any tendered shares are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of those tendered shares.
If this Letter of Transmittal is signed by the registered holder(s) of
tendered shares, no endorsements of certificates or separate stock powers are
required, unless payment is to be made to, or certificates evidencing shares
not tendered or not accepted for payment are to be issued in the name of, a
person other than the registered holder(s). If the Letter of Transmittal is
signed by a person other than the registered holder(s) of the certificate(s)
evidencing shares tendered, the tendered 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).
Signatures on the certificate(s) and stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of tendered shares, the certificate(s) evidencing
tendered shares must be endorsed or accompanied by appropriate stock powers,
in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificate(s). Signatures on such certificate(s) and stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or representative
capacity, that person should so indicate when signing, and proper evidence
satisfactory to Purchaser of that person's authority so to act must be
submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any shares to it or its order pursuant to the offer. If, however,
payment of the purchase price of any shares purchased is to be made to, or
certificate(s) evidencing shares not tendered or not accepted for payment are
to be issued in the name of, any person other than the registered holder(s) or
if tendered certificates are registered in the name of any person other than
the person(s) signing the Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s), or such other
person, or otherwise) payable on account of the transfer to that other person
will be deducted from the purchase price of the tendered shares purchased,
unless evidence satisfactory to Purchaser of the payment of the taxes, or that
the transfer is not subject to tax, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates evidencing tendered
shares.
9
<PAGE>
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any tendered shares is to be issued in the name of, and/or
certificate(s) evidencing shares not tendered or not accepted for payment are
to be issued in the name of and/or returned to, a person other than the
person(s) signing this Letter of Transmittal or if a check or any such
certificate is to be sent to a person other than the signor of this Letter of
Transmittal or to the person(s) signing this Letter of Transmittal but at an
address other than that shown in the box entitled "Description of Shares
Tendered" on the reverse of this Letter of Transmittal, the appropriate boxes
on this Letter of Transmittal must be completed.
8. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent at the
address or telephone numbers set forth below. Additional copies of the Offer
to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and
the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 may be obtained from the Information Agent.
9. Substitute Form W-9. Each holder surrendering certificates for payment
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," and to indicate whether the holder is subject to backup
withholding by checking the appropriate box in part 2 of the form. Each holder
must date and sign the Substitute W-9 in the spaces indicated. Failure to
provide the information on the form may subject the holder to a 31% federal
income tax withholding on the purchase price. The box in Part 3 of the form
may be checked if the holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If the box in Part
3 is checked, the Depositary will withhold 31% of all reportable payments that
the holder is otherwise entitled to receive until a TIN is provided to the
Depositary. If the holder provides a properly certified TIN within 60 days,
the Depositary will refund the withheld taxes upon the holder's request.
10
<PAGE>
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a stockholder whose tendered shares are
accepted for payment is generally required to provide the Depositary (as
payer) with the stockholder's correct TIN on Substitute Form W-9. If a
stockholder is an individual, the TIN generally is the stockholder's social
security number. If the Depositary is not provided with the correct TIN, the
stockholder may be subject to a penalty imposed by the Internal Revenue
Service and payments that are made to the stockholder with respect to shares
purchased pursuant to the offer may be subject to backup withholding of 31%.
In addition, if a stockholder makes a false statement that results in no
imposition of backup withholding, and there was no reasonable basis for making
such statement, a penalty may also be imposed by the Internal Revenue Service.
Many stockholders (including, among others, 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, that individual must submit a statement (Internal Revenue Service
Form W-8), signed under penalties of perjury, attesting to that individual's
exempt status. Forms of those statements can be obtained from the Depositary.
See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions. A tax advisor
should be consulted as to that stockholder's qualification for exemption from
backup withholding and the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the federal income 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 if
the required information is furnished to the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to shares purchased in the offer, each stockholder is required to
notify the Depositary of such stockholder's correct TIN by completing the form
below certifying that (a) the TIN provided on Substitute Form W-9 is correct
(or that such stockholder is awaiting a TIN), and (b)(i) that stockholder has
not been notified by the Internal Revenue Service that he, she or it is
subject to backup withholding as a result of a failure to report all interest
or dividends or (ii) the Internal Revenue Service has notified the stockholder
that the stockholder is no longer subject to backup withholding.
What Number to Give the Depositary
Each stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of
tendered shares. If 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. If the holder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, the
box in Part 3 of the Substitute W-9 should be checked. If the box in Part 3 is
checked, the Depositary will withhold 31% of all reportable payments that the
holder is otherwise entitled to receive until a TIN is provided to the
Depositary. If the holder provides a properly certified TIN within 60 days,
the Depositary will refund the withheld taxes upon the holder's request.
11
<PAGE>
Facsimiles of this Letter of Transmittal, properly completed and duly
signed, will be accepted. This Letter of Transmittal and certificates and any
other required documents should be sent or delivered by each stockholder or
that stockholder's broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses or to the facsimile number
set forth below.
The Depositary for the offer is:
[Logo of Wilmington Trust]
By Hand/Overnight Courier: By Facsimile By Mail:
Transmission:
(302) 651-1079
Wilmington Trust Company Corporate Trust Operations
1105 North Market Street, Confirm by Wilmington Trust Company
First Floor Telephone: P.O. Box 8861
Wilmington, Delaware 19801 (302) 651-8869 Wilmington, Delaware
Attn: Corporate Trust 19899-8861
Operations
Questions or requests for assistance may be directed to the Information
Agent at its address and telephone number listed below. Additional copies of
the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained from the Information Agent. A stockholder may also
contact brokers, dealers, commercial banks or trust companies for assistance
concerning the offer.
The Information Agent for the offer is:
[Logo of Mackenie Partners, Inc.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
Call Toll Free (800) 322-2885
