<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
U.S. PHYSICAL THERAPY, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 11, 2000
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, AUGUST 10, 2000
UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
BY MAIL, OVERNIGHT DELIVERY OR HAND: BY FACSIMILE TRANSMISSION:
(Eligible Institutions only.
See Instruction 1)
Continental Stock Transfer and Trust Company (212) 616-7610
2 Broadway
New York, NY 10004 CONFIRM BY TELEPHONE:
(212) 509-4000 (ext. 535)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO U.S. PHYSICAL THERAPY
WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE
VALID DELIVERY. DELIVERIES TO DTC WILL NOT CONSTITUTE VALID DELIVERY TO
THE DEPOSITARY.
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DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4)
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(please fill in, if blank, exactly as name(s) appear(s) on certificate(s)) (attach signed additional list if necessary)
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<S> <C> <C> <C>
TOTAL NUMBER OF
SHARES
CERTIFICATE(S) REPRESENTED BY NUMBER OF
NUMBER1 CERTIFICATE(S)2 SHARES TENDERED3
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Indicate in this box the order (by certificate number) in which Shares are to be purchased in the event of proration. If you
do not designate an order, in the event less than all Shares tendered are purchased due to proration, Shares be selected for
purchase by the Depositary. See Instruction 10.
1st: 2nd: 3rd: 4th: 5th:
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1 Need not be completed by stockholders tendering Shares by book-entry
transfer.
2 This letter of transmittal may not be used for Shares attributable to
accounts under the U.S. Physical Therapy, Inc. Stock Option Plans. See
Section 3, "Procedures for Tendering Shares-Stock Option Plans" in the Offer
to Purchase.
3 If you desire to tender fewer than all Shares evidenced by any certificates
listed above, please indicate in this the number of Shares you wish to tender.
Otherwise, all Shares evidenced by such certificates will be deemed to have
been tendered. See Instruction 4.
<PAGE> 2
If you wish to tender all or any part of your Shares of Common Stock you should
either:
o complete and sign this Letter of Transmittal (or a facsimile hereof) in
accordance with the instructions hereto and either mail or deliver it with
any required signature guarantee and any other required documents to
Continental Stock Transfer & Trust Company (the "Depositary"), and either
mail or deliver the stock certificates for your Shares to the Depositary
(with all such other documents) or tender your Shares pursuant to the
procedure for book-entry tender set forth in Section 3, or
o request a broker, dealer, commercial bank, trust company or other nominee
to effect the transaction for you. If your Shares of Common Stock are
registered in the name of a broker, dealer, commercial bank, trust company
or other nominee you should contact such person if you desire to tender
your Shares.
If you desire to tender Shares of Common Stock and your certificates for such
Shares cannot be delivered to the Depositary or you cannot comply with the
procedure for book-entry transfer or your other required documents cannot be
delivered to the Depositary, in any case, by the expiration of the Offer you
must tender such Shares pursuant to the guaranteed delivery procedure set forth
in Section 3 of the Offer to Purchase. See Instruction 2.
Questions and requests for assistance or for additional copies of this
Letter of Transmittal, the Offer to Purchase or the Notice of Guaranteed
Delivery may be directed to J. Michael Mullin, Chief Financial Officer, U.S.
Physical Therapy, Inc., 3040 Post Oak Blvd., Suite 222, Houston, Texas 77056
(telephone: (713) 297-7000).
LOST, STOLEN OR DESTROYED CERTIFICATES:
[ ] Check here if any of the certificates representing Shares that you own
have been lost, destroyed or stolen. See Instruction 16.
Number of Shares represented by lost, destroyed or stolen
certificates:
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2
<PAGE> 3
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METHOD OF TENDER
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UNCONDITIONAL TENDER OF SHARES (CHECK ONE BOX):
[ ] Check here if tendered Shares are enclosed herewith.
[ ] Check here if tendered Shares are being delivered by book-entry transfer
made to the account maintained by the Depositary at DTC and complete the
following (for use by Eligible Institutions only):
Name of Tendering Institution:
-----------------------------------------
DTC Account Number:
----------------------------------------------------
Transaction Code Number:
-----------------------------------------------
[ ] Check here if tendered Shares are being delivered pursuant to a Notice
of Guaranteed Delivery enclosed herewith and complete the following
(for use by Eligible Institutions only):
Name of Registered Holder(s):
------------------------------------------
Window Ticket Number (if any):
-----------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
--------------------
Name of Eligible Institution that Guaranteed Delivery:
-----------------
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CONDITIONAL TENDER OF SHARES (See Instruction 9) Odd Lot Shares cannot be
conditionally tendered.
[ ] Check here if tendering all of your Shares and if your tender of Shares
is conditional on the purchase by U.S. Physical Therapy of all or a
minimum number of your Shares and complete the following:
Minimum Number of Shares to be Sold:
-----------------------------------
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ODD LOTS (See Instruction 8)
[ ] Check here if you own an aggregate of 99 or fewer Shares (excluding
Shares attributable to individual accounts under the Stock Option
Plans) and you are tendering all of your Shares.
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3
<PAGE> 4
TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY
You, the undersigned, hereby tender to U.S. Physical Therapy, Inc., a
Nevada corporation, the above described shares of our Common Stock, $.01 par
value per share (the "Shares"), at a price of $11.00 per Share in cash, upon
the terms and subject to the conditions set forth in our Offer to Purchase,
dated July 11, 2000 (the "Offer to Purchase"), receipt of which is hereby
acknowledged by you, and in this Letter of Transmittal (which together
constitute the "Offer").
Subject to and effective upon acceptance for payment of and payment
for the Shares tendered hereby in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of such extension or amendment), you hereby sell, assign
and transfer to, or upon the order of, us all right, title and interest in and
to all the Shares that are being tendered hereby and order the registration of
all such Shares if tendered by book-entry transfer that are purchased pursuant
to the Offer and hereby irrevocably constitute and appoint the Depositary as
your true and lawful agent and attorney-in-fact (with full knowledge that said
Depositary also acts as the agent of U.S. Physical Therapy) 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) deliver certificate(s) for such Shares or transfer ownership of
such Shares on the account books maintained by DTC, together, in either such
case, with all accompanying evidences of transfer and authenticity, to, or upon
the order of, us upon receipt by the Depositary, as your agent, of the
aggregate Purchase Price (as defined below) with respect to such Shares;
(b) present certificates for such Shares for cancellation and transfer
on our books; and
(c) 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 of the Offer.
You hereby represent and warrant to us that:
(a) you understand that tenders of Shares pursuant to any one of the
procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute your acceptance of the terms and conditions
of the Offer, including your representation and warranty to us that:
(i) you have a net long position in Shares or equivalent
securities at least equal to the Shares tendered within the meaning of Rule
14e-4 under the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and
(ii) such tender of Shares complies with Rule 14e-4 under the
1934 Act;
(b) you have full power and authority to tender, sell, assign and
transfer Shares tendered hereby and that, when and to the extent we accept such
Shares for purchase, we will acquire good, marketable and unencumbered title to
them, 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, you will execute and deliver any additional documents
we or the Depositary deem necessary or desirable to complete the assignment,
transfer and purchase of the Shares tendered hereby; and
(d) you have read and agree to all of the terms of the Offer.
All authorities conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive the death or incapacity
of you, and any obligation of you hereunder shall be binding upon the heirs,
personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy, and legal representatives of you. Except as stated in
the Offer to Purchase, this tender is irrevocable. Our acceptance for payment
of Shares tendered pursuant to the Offer will constitute a binding agreement
between you and us upon the terms and subject to the conditions of the Offer.
4
<PAGE> 5
The name(s) and address(es) of the registered holder(s) should be
printed above, if they are not already printed above, exactly as they appear on
the certificates representing Shares tendered hereby. The certificate numbers,
the number of Shares represented by such certificates and the number of Shares
that you wish to tender, should be set forth in the appropriate boxes above.
Any order (by certificate number) in which the tendered Shares must be
purchased should also be indicated above. You understand that we will purchase
all Shares of Common Stock properly tendered and not validly withdrawn for
$11.00 per Share (the "Purchase Price"), subject to the terms and the
conditions of the Offer, including the proration and conditional tender
provisions, and that we will return all other tendered Shares not purchased
pursuant to the Offer, including Shares not purchased because of proration or
conditional tender.
You recognize that, under certain circumstances set forth in the Offer
to Purchase, we may terminate or amend the Offer or may postpone the acceptance
for payment of, or the payment for, Shares tendered or may accept for payment
fewer than all of the Shares tendered hereby. In any such event, you understand
that certificate(s) for any Shares delivered herewith but not tendered or not
purchased will be returned to you at the address indicated above, unless
otherwise indicated under the "Special Payment Instructions" or "Special
Delivery Instructions" boxes below. You recognize that we have no obligation,
pursuant to the "Special Payment Instructions," to transfer any certificate for
Shares from the name of its registered holder, or to order the registration or
transfer of Shares tendered by book-entry transfer, if we purchase none of the
Shares represented by such certificate or tendered by such book-entry transfer.
The check for the aggregate Purchase Price for such of the Shares
tendered hereby as are purchased will be issued to the order of you and mailed
to the address indicated above, unless otherwise indicated under the "Special
Payment Instructions" or "Special Delivery Instructions" boxes below.
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(See Instructions 1, 4, 6, 7 and 11) (See Instructions 1, 4, 6 and 11) To be completed ONLY if certificates
for Shares not tendered or not purchased and/or any check for the aggregate Purchase Price of Shares purchased
are to be issued in the name of and sent to someone other than the undersigned.
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
[ ] ISSUE CERTIFICATE(S) AND/OR CHECK TO: [ ] MAIL CERTIFICATE(S) AND/OR CHECK TO:
Name: Name:
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(please print or type) (please print or type)
Address: Address:
------------------------------------------------ ----------------------------------------------------
(include zip code) (include zip code)
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Tax identification or Social Security Number
(See IRS Substitute Form W-9)
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5
<PAGE> 6
HOLDER(S) PLEASE SIGN HERE
(See Instructions 2, 5 and 6)
(Please Complete IRS Substitute Form W-9 Contained Herein)
Must be signed by the registered holder(s) exactly as name(s)
appear(s) on certificate(s) or, in the case of book-entry securities, on a
security position listing or by person(s) authorized to become registered
holder(s) by certificate(s) and documents transmitted with this Letter of
Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or another person acting in a
fiduciary or representative capacity, please set forth the signer's full title
and see Instruction 6.
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SIGNATURE OF OWNER(S) GUARANTEE OF SIGNATURES
(See Instructions 1 and 6 below)
Certain Signatures Must be Guaranteed
by an Eligible Institution
X ----------------------------------------------------------
----------------------------------------------------- (Authorized Signature)
X
----------------------------------------------------- ----------------------------------------------------------
(Signature(s) of Holder(s) or Authorized Signatory) (Print Name)
Date: , 2000 ----------------------------------------------------------
-------------- (Capacity (full title))
Name(s): ----------------------------------------------------------
---------------------------------------------- (Name of Eligible Institution Guaranteeing Signature)
(Please Print)
Capacity:
--------------------------------------------- ----------------------------------------------------------
(Address of Firm-- Please include ZIP code)
Address: ----------------------------------------------------------
----------------------------------------------- (Address of Firm-- Please include ZIP code
-------------------------------------------------------
(Please include ZIP code)
Telephone No. (with area code): Telephone No. (with area code) of Firm:
------------------------------------------------------- -----------------------------------------------------------
Tax ID No.: Date: , 2000
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6
<PAGE> 7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm which is
a bank, broker, dealer, credit union, savings association, or other "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the 1934 Act
(each, an "Eligible Institution"). No signature guarantee is required on this
Letter of Transmittal (i) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in DTC whose name appears on a security position listing as the
owner of the 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" included herein, or (ii) if such Shares
are tendered for the account of an Eligible Institution. See Instructions 6 and
11.
2. Delivery of Letter of Transmittal and Share Certificates;
Guaranteed Delivery Procedures. This Letter of Transmittal is to be used only
if certificates for Shares are delivered with it to the Depositary (or such
certificates will be delivered pursuant to a Notice of Guaranteed Delivery
previously sent to the Depositary) or if a tender for Shares is being made
concurrently pursuant to the procedure for tender by book-entry transfer set
forth in Section 3 of the Offer to Purchase. Certificates for all physically
tendered Shares or confirmation of a book-entry transfer into the Depositary's
account at DTC of Shares tendered electronically, together in each case with a
properly completed and duly executed Letter of Transmittal or duly executed and
manually signed facsimile of it, and any other documents required by this
Letter of Transmittal, should be mailed or delivered to the Depositary at the
appropriate address set forth above and must be delivered to the Depositary on
or before the Expiration Date (as defined in 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 such
delivery. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
Stockholders whose certificates are not immediately available or who
cannot deliver certificates for their Shares and all other required documents
to the Depositary before the Expiration Date, or whose Shares cannot be
delivered on a timely basis pursuant to the procedures for book-entry transfer,
must, in any case, tender their Shares by or through any Eligible Institution
by properly completing and duly executing and delivering a Notice of Guaranteed
Delivery (or facsimile of it) and by otherwise complying with the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure, certificates for all physically tendered Shares or book-entry
confirmations, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile of it) and all other documents
required by this Letter of Transmittal, must be received by the Depositary
within three (3) Nasdaq trading days after receipt by the Depositary of such
Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to
Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, facsimile transmission or mail to the Depositary and
must include a signature guarantee by an Eligible Institution in the form set
forth in such Notice. For Shares to be tendered validly pursuant to the
guaranteed delivery procedure, the Depositary must receive the Notice of
Guaranteed Delivery on or before the Expiration Date.
THE METHOD BY WHICH YOU DELIVER YOUR DOCUMENTS, INCLUDING SHARE CERTIFICATES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR OPTION
AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, WE RECOMMEND
THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT YOU
PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME
TO ENSURE TIMELY DELIVERY.
We will not accept any alternative, conditional or contingent tenders,
nor will we purchase any fractional Shares, except as expressly provided in the
Offer to Purchase. All tendering stockholders, by execution of this Letter of
Transmittal (or a facsimile of it), waive any right to receive any notice of
the acceptance of their tender.
3. Inadequate Space. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate numbers, the
class or classes, and/or the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
7
<PAGE> 8
4. Partial Tenders and Unpurchased Shares. (Not applicable to
stockholders who tender by book-entry transfer.) If fewer than all of the
Shares evidenced by any certificate are to be tendered, fill in the number of
Shares that are to be tendered in the column entitled "Number of Shares
Tendered," in the box captioned "Description of Shares Tendered." In such case,
if any tendered Shares are purchased, a new certificate for the remainder of
the Shares (including any Shares not purchased) evidenced by the old
certificate(s) will be issued and sent to the registered holder(s), unless
otherwise specified in either the "Special Payment Instructions" or "Special
Delivery Instructions" box on this Letter of Transmittal, as soon as
practicable after the Expiration Date. Unless otherwise indicated, all Shares
represented by the certificates(s) listed and delivered to the Depositary will
be deemed to have been tendered.
5. Price at Which Shares are being Tendered. All Shares of Common
Stock properly tendered and not validly withdrawn will be purchased for $11.00
per Share in cash, subject to the terms and the conditions of the Offer,
including the proration and conditional tender provisions.
6. Signatures on Letter of Transmittal, Stock Powers 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
exactly with the name(s) as written on the face of the certificate(s) without
any change whatsoever.
(b) If any tendered Shares are registered in the names of two
or more joint holders, each such holder must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names
on different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of certificates.
(d) When this Letter of Transmittal is signed by the
registered holder(s) of the Shares listed and transmitted hereby, no
endorsement(s) of certificate(s) representing such Shares or separate stock
power(s) are required unless payment of the Purchase Price is to be made or the
certificate(s) for the Shares not tendered or not purchased are to be issued to
a person other than the registered holder(s). If this Letter of Transmittal is
signed by a person other than the registered holder(s) of the certificate(s)
listed, or if payment is to be made to a person other than the registered
holder(s), the certificate(s) must be endorsed or accompanied by appropriate
stock power(s), in either case signed exactly as the name(s) of the registered
holder(s) appears on the certificate(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) OR
STOCK POWER(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. See Instruction
1.
(e) If this Letter of Transmittal or any certificate(s) or
stock powers(s) are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence satisfactory to us of their authority to so act.
7. Stock Transfer Taxes. Except as provided in this Instruction 7, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal. We will pay or cause to be paid any stock transfer taxes
payable on the transfer to us of Shares purchased pursuant to the Offer. If,
however:
(a) payment of the aggregate Purchase Price for Shares
tendered hereby and accepted for purchase is to be made to any person other
than the registered holder(s);
(b) Shares not tendered or not accepted for purchase are to
be registered in the name(s) of any person(s) other than the registered
holder(s); or
(c) tendered certificates are registered in the name(s) of
any person(s) other than the person(s) signing this Letter of Transmittal;
then the Depositary will deduct from such aggregate Purchase Price the amount
of any stock transfer taxes (whether imposed on the registered holder, such
other person or otherwise) payable on account of the transfer to such person,
unless satisfactory evidence of the payment of such taxes or any exemption from
them is submitted.
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<PAGE> 9
8. Odd Lots. As described in Section 1 of the Offer to Purchase, if we
are to purchase fewer than all Shares tendered before the Expiration Date and
not withdrawn, the Shares purchased first will consist of all Shares tendered
by any stockholder who owns beneficially an aggregate of 99 or fewer Shares
(excluding Shares attributable to individual accounts under the Stock Option
Plans), and who tenders all of his or her Shares (an "Odd Lot Holder"). This
preference will not be available unless the box captioned "Odd Lots" is
completed.
9. Conditional Tenders. As described in Sections 1 and 6 of the Offer
to Purchase, stockholders may condition their tenders on all or a minimum
number of their tendered Shares being purchased ("Conditional Tenders"). If we
are to purchase less than all Shares tendered before the Expiration Date and
not withdrawn, the Depositary will perform a preliminary proration, and any
Shares tendered pursuant to a Conditional Tender for which the condition was
not satisfied by the preliminary proration shall be deemed withdrawn, subject
to reinstatement if such conditional tendered Shares are subsequently selected
by random lot for purchase subject to Sections 1 and 6 of the Offer to
Purchase. CONDITIONAL TENDERS WILL BE SELECTED BY LOT AT RANDOM ONLY FROM
STOCKHOLDERS WHO CONDITIONALLY TENDER ALL OF THEIR SHARES. All tendered Shares
shall be deemed unconditionally tendered unless the "Conditional Tender" box is
completed. The Conditional Tender alternative is made available so that a
stockholder may assure that the purchase of Shares from the stockholder
pursuant to the Offer will be treated as a sale of such Shares by the
stockholder, rather than the payment of a dividend to the stockholder, for
federal income tax purposes. Odd Lot Shares, which will not be subject to
proration, cannot be conditionally tendered. It is the tendering stockholder's
responsibility to calculate the minimum number of Shares that must be purchased
from the stockholder in order for the stockholder to qualify for sale (rather
than dividend) treatment, and each stockholder is urged to consult his or her
own tax advisor.
IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL TENDER
FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED AND
THEREBY WILL BE DEEMED WITHDRAWN.
10. Order of Purchase in Event of Proration. As described in Section 1
of the Offer to Purchase, stockholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the federal income tax treatment of the Purchase Price for
the Shares purchased. If you do not designate an order, in the event that fewer
than all Shares tendered are purchased due to proration, Shares will be
selected for purchase by the Depositary. See Sections 1 and 14 of the Offer to
Purchase.
11. Special Payment and Delivery Instructions. If certificate(s) for
Shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of the Letter of Transmittal or to the
signer at a different address, the boxes captioned "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal should be completed as applicable and signatures must be guaranteed
as described in Instruction 1.
12. Irregularities. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by us in our sole discretion, which determinations shall be
final and binding on all parties. We reserve the absolute right to reject any
or all tenders of Shares we determine not to be in proper form or the
acceptance of which or payment for which may, in the opinion of our counsel, be
unlawful. We also reserve the absolute right to waive any of the conditions of
the Offer and any defect or irregularity in the tender of any particular
Shares, and our interpretation of the terms of the Offer (including these
instructions) will be final and binding on all parties. No tender of Shares
will be deemed to be properly made until all defects and irregularities have
been cured or waived. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as we shall determine.
Neither we nor the Depositary nor any other person is or will be obligated to
give notice of any defects or irregularities in tenders and no person will
incur any liability for failure to give any such notice.
13. Questions and Requests for Assistance and Additional Copies.
Questions and requests for assistance may be directed to, or additional copies
of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of
Transmittal may be obtained from J. Michael Mullin, Chief Financial Officer,
U.S. Physical Therapy, Inc., 3040 Post Oak Blvd., Suite 222, Houston, Texas
77056 (telephone: (713) 297-7000).
14. 31% Backup Withholding. Under federal income tax law, a
stockholder who receives a payment pursuant to the Offer is required to provide
the Depositary (as payor) with such stockholder's correct taxpayer
identification number
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<PAGE> 10
("TIN") on IRS Substitute Form W-9 below. If the stockholder is an individual,
the TIN is his or her social security number. If the Depositary is not provided
with the correct TIN, payments that are made to the stockholder or other payee
with respect to the Offer may be subject to 31% backup withholding.
Certain stockholders (including, among others, corporations and
certain foreign individuals) may not be subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, the stockholder must submit to the Depositary a Form W-8,
signed under penalties of perjury, attesting to that individual's exempt
status. A Form W-8 can be obtained from the Depositary.
If backup withholding applies, the Depositary is required to withhold
31% of any such payments made to the stockholder or other payee. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld,
provided that the required information is given to the Internal Revenue
Service. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
The box in Part 3 of the IRS Substitute Form W-9 may be checked if the
submitting stockholder 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 stockholder 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 the
stockholder if a TIN is provided to the Depositary within 60 days.
The stockholder is required to give the Depositary the TIN (e.g.,
social security number or employer identification number) of the record owner
of the Shares or of the last transferee appearing on the transfers attached to,
or endorsed on, the Shares.
15. Withholding for Non-U.S. Stockholders. Although a non-U.S.
stockholder may be exempt from U.S. federal income tax backup withholding,
certain payments to non-U.S. stockholders are subject to U.S. withholding tax
at a rate of 30%. The Depositary will withhold the 30% from gross payments made
to non-U.S. stockholders pursuant to the Offer unless the Depositary determines
that a non-U.S. stockholder is either exempt from the withholding or entitled
to a reduced withholding rate under an income tax treaty. For purposes of this
discussion, a "non-U.S. stockholder" is a stockholder who is not (i) a citizen
or resident of the United States, (ii) a corporation or partnership created or
organized in the United States or under the law of the United States or of any
State or political subdivision of the foregoing, (iii) an estate the income of
which is includible in gross income for U.S. federal income tax purposes
regardless of its source, or (iv) a trust with respect to which a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. trustees have the authority to
control all substantial decisions. A non-U.S. stockholder will not be subject
to the withholding tax on a payment from us pursuant to the Offer if the
payment is effectively connected with the conduct of a trade or business in the
United States by the non-U.S. stockholder (and, if certain tax treaties apply,
is attributable to a United States permanent establishment maintained by such
non-U.S. stockholder) and the non-U.S. stockholder has furnished the Depositary
with a properly executed IRS Form 4224 prior to the time of payment.
A non-U.S. stockholder who is eligible for a reduced rate of
withholding pursuant to a U.S. income tax treaty must certify such to the
Depositary by providing to the Depositary a properly executed IRS Form 1001
prior to the time payment is made. A non-U.S. stockholder may be eligible to
obtain from the IRS a refund of tax withheld if such non-U.S. stockholder is
able to establish that no tax (or a reduced amount of tax) is due.
16. Lost, Destroyed or Stolen Certificates. If any of your
certificate(s) representing Shares has been lost, destroyed or stolen, you
should promptly notify the Depositary by checking the box provided in the box
titled "Description of Shares Tendered" and indicating the number of Shares
represented by the certificate so lost, destroyed or stolen. You will then be
instructed by the Depositary as to the steps that must be taken in order to
replace the certificate(s). This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost, destroyed or
stolen certificates have been followed. Please allow at least ten to fourteen
business days to complete such procedures.
10
<PAGE> 11
<TABLE>
<CAPTION>
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PAYER'S NAME: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security number or
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
FORM W-9 _________/_________/_________
Employer identification number
-------------------------------------------------------------------------------------------------
PAYOR'S PART 2-- Certification-- Under penalties of perjury, I certify that:
REQUEST FOR (1) The number shown on this form is my correct Taxpayer Number (or I am waiting for a number
TAXPAYER to be issued to me) and
IDENTIFICATION (2) I am not subject to backup withholding because (i) I am exempt from backup withholding,
NUMBER (TIN) (ii) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of failure to report all interest of dividends, or (iii)
the IRS has notified me that I am no longer subject to backup withholding.
-------------------------------------------------------------------------------------------------
Certificate 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 underreporting
interest or dividends on your tax return. PART 3 --
However, if after being notified by the IRS Awaiting TIN
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 item (2).
-------------------------------- Date , 2000
Signature --------
--------------------------------
Name (please print)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS IRS SUBSTITUTE 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 IRS SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF
YOU CHECKED THE BOX IN PART 3 OF THIS IRS 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 (1) 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
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld;
but that such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within sixty (60) days.
Signature: Date: , 2000
-------------------------------- -------------------
Name (please print)
---------------------------------------------------------
-------------------------------------------------------------------------------
11
<PAGE> 12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON IRS SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e., 00-0000000. The table below will help determine the
name and number to give the payer.
<TABLE>
<CAPTION>
---------------------------------------------------------- -------------------------------------------------------
GIVE THE GIVE THE NAME AND
NAME AND SOCIAL EMPLOYER
SECURITY IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF-- FOR THIS TYPE OF ACCOUNT: NUMBER OF--
---------------------------------------------------------- -------------------------------------------------------
<S> <C> <C> <C>
1. Individual The individual 6. Sole proprietorship The owner(3)
2. Two or more individuals The actual owner of 7. A valid trust, estate, or The legal entity(4)
(joint account) the account or, if pension trust
combined funds, the
first individual on
the account(1)
3. Custodian account of a minor The minor(2) 8. Corporate The corporation
(Uniform Gift to Minors Act)
9. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
4. a.The usual revocable The grantor-trustee(1) 10. Partnership The partnership
savings trust account
(grantor is also trustee)
b.So-called trust account The actual owner(1) 11. A broker or registered The broker or
that is not a legal or nominee nominee
valid trust under state law
5. Sole proprietorship The owner(3) 12. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
a state or local
government, school
district, or prison) that
receives agricultural
program payments
---------------------------------------------------------- -------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your social security
number or your employer identification number (if you have one).
(4) List first and circle the name of legal trust, estate or pension trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
NOTE: If no name is circled when there is more than one name listed, the number
will be considered to be that of the first name listed.
12
<PAGE> 13
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON IRS SUBSTITUTE FORM W-9
OBTAINING A NUMBER: If you don't have a taxpayer identification number or you
don't know your number, obtain Form SS-5, Application for a Social Security
Number Card, or Form SS-4, Application for Employer Identification Number, at
the local office of the Social Security Administration or the Internal Revenue
Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding include the following:
o An organization exempt from tax under section 501(a), an individual
retirement account, or a custodial account under section 403(b)(7) if the
account satisfies the requirements of section 401(f)(2).
o The United States or any of its agencies or instrumentalities thereof.
o A State, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities thereof.
o A foreign government or any of its political subdivisions, agencies or
instrumentalities thereof.
o An international organization or any of its
agencies or instrumentalities thereof.
Other payees that may be exempt from backup withholding include:
o A corporation or a real estate investment trust.
o A financial institution.
o A dealer in securities or commodities required to register in the U.S., the
District of Columbia, or a possession of the U.S.
o A common trust fund operated by a bank under section 584(a).
o An entity registered at all times during the tax year under the Investment
Company Act of 1940.
o A foreign central bank of issue.
o A middleman known in the investment community as a nominee or custodian.
o A trust exempt from tax under Section 664 or described in Section 4947.
o A futures commission merchant registered with the Commodity Futures Trading
Commission.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section 1441.
o Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident alien partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends under
section 852). o Payments described in section 6049(b)(5) to nonresident
aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6045, 6050A and 6050N
and their regulations.
PRIVACY ACT NOTICE.--Section 6109 requires you to give your taxpayer
identification numbers to payers who must file information returns with the IRS
to report interest, dividends and certain other income paid to you. The IRS
uses the numbers for identification purposes and to help verify the accuracy of
your tax return. The IRS may also provide this information to the Department of
Justice for civil and criminal litigation and to cities, states and the
District of Columbia to carry out their tax laws. Payers must be given the
numbers whether or not recipients are required to file tax returns. Payers must
generally withhold 31% of taxable interest, dividend, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If
you fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
13
