<PAGE>
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
Protocol Systems, Inc.
PURSUANT TO THE OFFER TO PURCHASE, DATED JUNE 7, 2000
BY
Welch Allyn Acquisition Corporation,
A WHOLLY OWNED SUBSIDIARY OF
Welch Allyn, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JULY 5, 2000, UNLESS THE OFFER IS EXTENDED.
To: ChaseMellon Shareholder Services, L.L.C., Depositary
<TABLE>
<CAPTION>
By Mail: By Overnight Courier: By Hand:
<S> <C> <C>
ChaseMellon Shareholder Services, ChaseMellon Shareholder Services, ChaseMellon Shareholder Services,
L.L.C. L.L.C. L.L.C.
P.O. Box 3301 85 Challenger Road--Mail Drop-- 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Reorg New York, NY 10271
Attention: Reorganization Department Ridgefield Park, NJ 07660 Attention: Reorganization Department
Attention: Reorganization Department
</TABLE>
By Facsimile Transmission: (201) 296-4293
Confirm Facsimile Only: (201) 296-4860
DESCRIPTION OF SHARES TENDERED
<TABLE>
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<CAPTION>
Name(s) & Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as Stock Certificate(s) and Share(s) Tendered
name(s) appear(s) on certificate(s)) (attach additional signed list if necessary)
----------------------------------------------------------------------------------------------------
Total Number of
Stock Shares
Certificate(s) Represented by Number of Shares
Number(s)(/1/) Certificate(s)(/1/) Tendered(/2/)
-------------------------------------------------------------
<S> <C> <C> <C>
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-------------------------------------------------------------
Total Shares
</TABLE>
(1) Need not be completed by Book-Entry Shareholders.
(2) Unless otherwise indicated, it will be assumed that all Shares described
above are being tendered. See Instruction 4.
Delivery of this Letter of Transmittal to an address other than as set
forth above or transmission via a facsimile transmission to a number other
than as set forth above will not constitute a valid delivery.
The instructions set forth in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed.
<PAGE>
This Letter of Transmittal is to be used either if certificates for Shares
(as defined below) are forwarded herewith or, unless an Agent's Message (as
defined in Section 2 of the Offer to Purchase (as defined below)) is utilized,
if delivery of Shares is to be made by book-entry transfer to an account
maintained by the Depositary at the Book-Entry Transfer Facility as defined
in, and pursuant to the procedures set forth in, Section 2 of the Offer to
Purchase. Shareholders who deliver Shares by book-entry transfer are referred
to herein as "Book-Entry Shareholders" and other shareholders are referred to
herein as "Certificate Shareholders." Shareholders whose certificates for
Shares are not immediately available or who cannot deliver either the
certificates for, or a Book-Entry Confirmation (as defined in Section 2 of the
Offer to Purchase) with respect to, their Shares and all other documents
required hereby to the Depositary prior to the Expiration Date (as defined in
Section 1 of the Offer to Purchase) must tender their Shares in accordance
with the guaranteed delivery procedures set forth in Section 2 of the Offer to
Purchase. See Instruction 2.
Delivery of documents to a Book-Entry Transfer Facility does not constitute
delivery to the Depositary.
Holders of Shares will be required to tender one Right (as defined below)
for each Share tendered to effect a valid tender of such Share. Unless and
until a Distribution Date (as defined in the Offer to Purchase) occurs, the
Rights are represented by and transferred with the Shares. Accordingly, if a
Distribution Date does not occur prior to the Expiration Date, a tender of
Shares will constitute a tender of the associated Rights. If, however,
pursuant to the Rights Agreement (as defined below) or otherwise, a
Distribution Date does occur, certificates representing a number of Rights
equal to the number of Shares being tendered must be delivered to the
Depositary in order for such Shares to be validly tendered. If a Distribution
Date has occurred, a tender of Shares without Rights constitutes an agreement
by the tendering shareholder to deliver certificates representing a number of
Rights equal to the number of Shares tendered pursuant to the Offer to the
Depositary within three trading days (as defined below) after the date such
certificates are distributed. The Purchaser (as defined below) reserves the
right to require that it receive such certificates prior to accepting Shares
for payment.
Payment for Shares tendered and purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of, among other things, such
certificates for the Rights, if such certificates have been distributed to
holders of Shares. The Purchaser will not pay any additional consideration for
the Rights tendered pursuant to the Offer.
2
<PAGE>
[_]Check here if tendered Shares are being delivered by book-entry transfer
made to an account maintained by the Depositary with the Book-Entry
Transfer Facility and complete the following (only participants in the
Book-Entry Transfer Facility may deliver Shares by book-entry transfer):
Name of Tendering Institution ______________________________________________
Account Number _____________________________________________________________
Transaction Code 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) _____________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution that Guaranteed Delivery _______________________________
If delivered by book-entry transfer check box: [_]
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
[_]Check here if any of the certificates representing Shares have been lost or
destroyed and see Instruction 11.
Number of Shares represented by the lost or destroyed certificates:
----------------------------------------------------------------------------
3
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Welch Allyn Acquisition Corporation, an
Oregon corporation (the "Purchaser") and a wholly owned subsidiary of Welch
Allyn, Inc., a New York corporation ("Parent"), the above-described shares
(together with the associated Rights, the "Shares") of common stock, par value
$.01 per share (the "Common Stock"), of Protocol Systems, Inc., an Oregon
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Purchaser's Offer to Purchase dated June 7, 2000 (the "Offer to
Purchase"), and this Letter of Transmittal (which, together with any
amendments or supplements thereto or hereto, collectively constitute the
"Offer"), receipt of which is hereby acknowledged. Unless the context
otherwise requires, all references herein to the Shares shall be deemed to
include the aforementioned Rights, and all references to the Rights include
the benefits that may inure to holders of the Rights pursuant to the Rights
Agreement (as defined in the Offer to Purchase).
Upon the terms of the Offer, subject to, and effective upon, acceptance for
payment of, and payment for, the Shares tendered herewith in accordance with
the terms of the Offer, the undersigned hereby sells, assigns and transfers
to, or upon the order of, the Purchaser all right, title and interest in and
to all the Shares that are being tendered hereby (and any and all other Shares
or other securities or rights issued in respect thereof on or after June 7,
2000), and irrevocably constitutes and appoints ChaseMellon Shareholder
Services, L.L.C. (the "Depositary"), the true and lawful agent and attorney-
in-fact of the undersigned, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
the full extent of the undersigned's rights with respect to such Shares (and
any such other Shares or securities or rights) (a) to deliver certificates for
such Shares (and any such other Shares or securities or rights) or transfer
ownership of such Shares (and any such other Shares or securities or rights)
on the account books maintained by a Book-Entry Transfer Facility together, in
any such case, with all accompanying evidences of transfer and authenticity
to, or upon the order of, the Purchaser, (b) to present such Shares (and any
such other Shares or securities or rights) for transfer on the Company's books
and (c) to receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and such other Shares or securities or
rights), all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered
Shares (and any and all other Shares or other securities or rights issued or
issuable in respect of such Shares on or after June 7, 2000), and, when the
same are accepted for payment by the Purchaser, the Purchaser will acquire
good title thereto, free and clear of all liens, restrictions, claims and
encumbrances and the same will not be subject to any adverse claim. The
undersigned will, upon request, execute any additional documents deemed by the
Depositary or the Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the tendered Shares (and any such other Shares or
other securities or rights).
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned hereby irrevocably appoints Peter H. Soderberg, M. Jack
Rudnick, Esq. and Chris Horacek, Esq., in their capacities as officers of the
Purchaser, and any other designees of the Purchaser, the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution, to vote at
any annual, special or adjourned meeting of the Company's shareholders or
otherwise in such manner as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper with respect to, to
execute any written consent concerning any matter as each such attorney-in-
fact and proxy or his substitute shall in his sole discretion deem proper with
respect to, to otherwise act as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper with respect to, the
Shares tendered hereby that have been accepted for payment by the Purchaser
prior to the time any such action is taken and with respect to which the
undersigned is entitled to vote (and any and all other Shares or other
securities or rights issued in respect thereof on or after June 7, 2000). This
appointment is effective when, and only to the extent that, the Purchaser
accepts for payment such Shares as provided in the Offer to Purchase. This
power of attorney and proxy are irrevocable and are granted in consideration
of
4
<PAGE>
the acceptance for payment of such Shares in accordance with the terms of the
Offer. Upon such acceptance for payment, all prior powers of attorney, proxies
and consents given by the undersigned at any time with respect to such Shares
(and any such other Shares or securities or rights) will, without further
action, be revoked and no subsequent powers of attorney, proxies, consents or
revocations may be given (and, if given, will not be deemed effective) by the
undersigned.
The undersigned understands that the valid tender of Shares pursuant to any
of the procedures described in Section 2 of the Offer to Purchase and in the
Instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any certificates
for Shares not tendered or 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 Delivery
Instructions and the Special Payment Instructions are completed, please issue
the check for the purchase price and/or return any certificates for Shares not
accepted for payment (and any accompanying documents, as appropriate) to the
person or persons so indicated. Please credit any Shares tendered herewith by
book-entry transfer that are not accepted for payment by crediting the account
at the Book-Entry Transfer Facility. The undersigned recognizes that the
Purchaser has no obligation pursuant to the "Special Payment Instructions" to
transfer any Shares from the name of the registered holder thereof if the
Purchaser does not accept for payment any of the Shares so tendered.
5
<PAGE>
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 To be completed ONLY if
certificates for Shares which are certificates for Shares which are
not tendered or not accepted for not tendered or not accepted for
payment and/or the check for the payment and/or the check for the
purchase price of Shares accepted purchase price of Shares accepted
for payment is to be issued in the for payment is to be sent to
name of someone other than the someone other than the undersigned
undersigned. or to the undersigned at an address
other than that above.
Issue: [_] Check
Mail: [_] Check
[_] Certificate(s) to:
[_] Certificate(s) to:
Name: ______________________________
(Please Print) Name: ______________________________
(Please Print)
Address: ___________________________
Address: ___________________________
____________________________________
(Include Zip Code) ____________________________________
(Include Zip Code)
____________________________________
(Employer Identification or Social ____________________________________
Security Number) (Employer Identification or Social
Security Number)
6
<PAGE>
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Signature(s) of Shareholder(s))
Dated: _____________________, 2000
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)
Name(s): _______________________________________________________________________
(Please Print)
-------------------------------------------------------------------------
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
--------------------------------------------------------------------------------
(Include Zip Code)
Daytime Area Code and Telephone No.: ___________________________________________
Employer Identification or Social Security No.: ________________________________
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
--------------------------------------------------------------------------------
Authorized Signature
--------------------------------------------------------------------------------
Name (Please Print)
--------------------------------------------------------------------------------
Name of Firm
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
(Include Zip Code)
7
<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 (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction, includes
any participant in the Book-Entry Transfer Facility's system whose name
appears on a security position listing as the owner of Shares) of Shares
tendered herewith, unless such holder(s) has completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the reverse hereof or (b) if such Shares are tendered for the
account of a financial institution (including most commercial banks, savings
and loan associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(an "Eligible Institution"). In all other cases, all signatures on this Letter
of Transmittal must be guaranteed by an Eligible Institution. See Instruction
5.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
shareholders either if certificates are to be forwarded herewith or, unless an
Agent's Message (as defined below) is utilized, if delivery of Shares is to be
made pursuant to the procedures for book-entry transfer set forth in Section 2
of the Offer to Purchase. For a shareholder validly to tender Shares pursuant
to the Offer, either (a) a Letter of Transmittal (or a facsimile thereof),
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
any other required documents, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date and either
certificates for tendered Shares must be received by the Depositary at one of
such addresses prior to the Expiration Date or Shares must be delivered
pursuant to the procedures for book-entry transfer set forth herein (and a
Book-Entry Confirmation must be received by the Depositary), in each case,
prior to the Expiration Date, or (b) the tendering shareholder must comply
with the guaranteed delivery procedures set forth below and in Section 2 of
the Offer to Purchase.
Shareholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary or complete the procedures for book-entry transfer prior to the
Expiration Date may tender their Shares by properly completing and duly
executing the Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth in Section 2 of the Offer to Purchase. Pursuant
to such procedures, (a) such tender must be made by or through an Eligible
Institution, (b) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Purchaser must be received
by the Depositary prior to the Expiration Date and (c) the certificates for
all tendered Shares in proper form for transfer (or a Book-Entry Confirmation
with respect to all such Shares), together with a Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message, and any other required documents, must be received by the Depositary
within three trading days after the date of execution of such Notice of
Guaranteed Delivery as provided in Section 2 of the Offer to Purchase. A
"trading day" is any day on which the Nasdaq National Market is open for
business.
The term "Agent's Message" means a message, transmitted through electronic
or other means by the Book-Entry Transfer Facility to, and received by, the
Depositary and forming a part of a Book-Entry Confirmation, that states that
such Book-Entry Transfer Facility has received an express acknowledgment from
the participant in the Book-Entry Transfer Facility tendering the Shares that
such participant has received and agrees to be bound by the terms of the
Letter of Transmittal and that the Purchaser may enforce such agreement
against the participant. "Agent's Message" shall also include any hard copy
print-out evidencing such message generated by a computer terminal maintained
by the Depositary.
The method of delivery of Shares, this Letter of Transmittal and all other
required documents, including delivery through the Book-Entry Transfer
Facility, is at the election and risk of the tendering shareholder. Shares
will be deemed delivered only when actually received by the Depositary
(including, in the case of a book-entry transfer, by Book-Entry Confirmation).
If delivery is by mail, registered mail, with return receipt requested and
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. All tendering shareholders, by execution
of this Letter of Transmittal (or facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
8
<PAGE>
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
4. Partial Tenders (Applicable to Certificate Shareholders Only). If fewer
than all the Shares evidenced by any certificate submitted are to be tendered,
fill in the number of Shares that are to be tendered in the box entitled
"Number of Shares Tendered". In any such case, new certificate(s) for the
remainder of the Shares that were evidenced by the old certificate(s) will be
sent to the registered holder, unless otherwise provided in the appropriate
box on this Letter of Transmittal, as soon as practicable after the acceptance
for payment of, and payment for, the Shares tendered herewith. All Shares
represented 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 of the Shares
tendered hereby, the signature must correspond with the name as written on the
face of the certificate(s) without any change whatsoever.
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.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers 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 Purchaser of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required, unless payment is to be made to, or
certificates for Shares not tendered or accepted for payment are to be issued
to, a person other than the registered owner(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of certificates listed, the certificates must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as
the name or names of the registered owner or owners appear on the
certificates. Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. The Purchaser will pay any stock transfer taxes
with respect to the transfer and sale of Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or if
certificates for Shares not tendered or accepted for payment are to be
registered in the name of, any person(s) other than the registered owner(s),
or if tendered certificates are registered in the name of any person(s) other
than the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered owner(s) or such 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.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or certificates for Shares not accepted for payment are to be
returned to, a person other than the signer of this Letter of Transmittal or
if a check is to be sent and/or such certificates are to be returned to a
person other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed.
8. Waiver of Conditions. The Purchaser reserves the absolute right in its
sole discretion to waive any of the specified conditions of the Offer, in
whole or in part, in the case of any Shares tendered.
9
<PAGE>
9. 31% Backup Withholding. In order to avoid backup withholding of Federal
income tax on payments of cash pursuant to the Offer, a shareholder
surrendering Shares in the Offer must, unless an exemption applies, provide
the Depositary with such shareholder's correct taxpayer identification number
("TIN") on Substitute Form W-9 below in this Letter of Transmittal and certify
under penalties of perjury that such TIN is correct and that such shareholder
is not subject to backup withholding. If a shareholder does not provide such
shareholder's correct TIN or fails to provide the certifications described
above, the Internal Revenue Service (the "IRS") may impose a $50 penalty on
such shareholder and payment of cash to such shareholder pursuant to the Offer
may be subject to backup withholding of 31%.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the Federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the shareholder upon filing an
income tax return.
The shareholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are held 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.
The box in Part 3 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 3 is
checked, the shareholder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Depositary will withhold 31% on all payments made prior to the time a properly
certified TIN is provided to the Depositary. However, such amounts will be
refunded to such shareholder if a TIN is provided to the Depositary within 60
days.
Certain shareholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign shareholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
10. Requests for Assistance or Additional Copies. Questions and requests
for assistance or 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
directed to the Information Agent at its addresses set forth below.
11. Lost, Destroyed or Stolen Certificates. If any certificate representing
Shares has been lost, destroyed or stolen, the shareholder should promptly
contact the Company's transfer agent, ChaseMellon Shareholder Services, L.L.C.
("ChaseMellon"), and indicate the number of Shares lost. The shareholder will
be provided with information as to the steps that must be taken in order to
replace the certificate. The toll-free telephone number at ChaseMellon is
(888) 509-7936. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates
have been followed.
Important: this Letter of Transmittal (or a facsimile hereof), together
with any required signature guarantees, or, in the case of a book-entry
transfer, an Agent's Message, and any other required documents, must be
received by the Depositary prior to the Expiration Date and either
certificates for tendered Shares must be received by the Depositary or Shares
must be delivered pursuant to the procedures for book-entry transfer, in each
case prior to the Expiration Date, or the tendering shareholder must comply
with the procedures for guaranteed delivery.
10
<PAGE>
PAYER'S NAME: ChaseMellon Shareholder Services, L.L.C.
-------------------------------------------------------------------------------
Part 1--PLEASE PROVIDE YOUR -----------------------
SUBSTITUTE TIN OR SOCIAL SECURITY Social Security Number
Form W-9 NUMBER(S) IN THE BOX TO THE OR
Department of the RIGHT AND CERTIFY BY
Treasury SIGNING AND DATING BELOW. -----------------------
Internal Revenue Employer
Service Identification Number
--------------------------------------------------------
Part 2--Certification--Under penalties of perjury, I
certify that:
(1) the number shown on this form is
my correct Taxpayer Identification
Number (or I am waiting for a number
Payer's Request for to be issued for me) and Part 3
Taxpayer Awaiting
Identification Number (2) I am not subject to backup TIN [_]
("TIN") withholding because (a) I am exempt
from backup withholding, or (b) I ----------------
have not been notified by the
Internal Revenue Service (IRS) that I Part 4
am subject to backup withholding as a Exempt [_]
result of a failure to report all
interest or dividends, or (c) the IRS
has notified me that I am no longer
subject to backup withholding.
--------------------------------------------------------
Certification instructions--You must cross out item
(2) in Part 2 above if you have been notified by the
IRS that you are subject to backup withholding
because of under reporting interest or dividends on
your tax returns. However, if after being notified by
the IRS that you are subject to backup withholding,
you received another notification from the IRS
stating that you are no longer subject to backup
withholding, do not cross out such item (2). If you
are exempt from backup withholding, check the box in
Part 4 above.
-------------------------------------------------------------------------------
Signature _______________________________________ 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 if I do not provide a Taxpayer Identification Number to the
Depositary by the time of payment, 31% percent of all reportable payments
made to me will be withheld, but will be refunded to me if I provide a
certified taxpayer identification number within 60 days.
Signature _________________________________________ Date __________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 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 INFORMATION.
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Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and all other tender offer materials may
be directed to the Information Agent, as set forth below, and copies will be
furnished promptly at the Purchaser's expense.
The Information Agent for the Offer is:
[LOGO OF CHASEMELLON]
44 Wall Street, 7th Floor
New York, New York 10005
Toll Free: (888) 509-7936
Banks and Brokerage Firms, Please Call: (917) 320-6270
SHAREHOLDERS, PLEASE CALL (888) 509-7936
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