<PAGE>
EXHIBIT (a)(1)(ii)
LETTER OF TRANSMITTAL
to Tender Shares of Common Stock
(Including the Associated Rights)
of
EFTC CORPORATION
for
$4.00 Net Per Share
In Response to the Offer to Purchase Dated July 19, 2000
by
Thayer-BLUM Funding, L.L.C.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON AUGUST 22, 2000 UNLESS THE OFFER IS OTHERWISE EXTENDED.
The Depositary for the Offer is:
By Mail: Facsimile Transmission: By Hand or Overnight
Delivery:
P.O. Box 1596 Computershare Trust
Company, Inc. 12039 West Alameda
Parkway
Denver, CO 80201-1596
(303) 986-2444
Suite Z-2
Lakewood, CO 80228
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSIONS OF INSTRUCTIONS VIA A TELEX OR FACSIMILE NUMBER OTHER THAN THE
ONES LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used to tender certificates for Shares
(as such term is defined below) of EFTC Corporation (the "Company") in
response to a solicitation of tenders by Thayer-BLUM Funding, L.L.C. (the
"Purchaser"). It must be used whether certificates evidencing Shares are to be
forwarded with this Letter of Transmittal or whether delivery of the Shares is
to be made by book-entry transfer to the account maintained by the Depositary
at the Depository Trust Company (the "Book-Entry Transfer Facility") as
described in Section 3 of the Offer to Purchase. Shareholders whose
certificates are not immediately available or who cannot deliver their
conformation of the book-entry transfer of their Shares into the Depositary's
account at the Book-Entry Transfer Facility ("Book-Entry Conformation") on or
before the Approval Date may use the guaranteed delivery procedure described
in Section 3 of the Offer to Purchase to tender their Shares. See Instruction
2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE>
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
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 Holder(s): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
DESCRIPTION OF TENDERED SHARES
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Holder(s)
(Please fill in exactly as
name(s) appear(s) on Share Certificate(s) Tendered
certificate(s) (Attach additional signed list if necessary)
------------------------------------------------------------------------------
Total Number of
Shares Total Number
Certificate Represented by of Shares
Number(s)(1) Certificate(s)(1) Tendered(2)
--------------------------------------------------
<S> <C> <C> <C>
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
Total Shares
</TABLE>
-------------------------------------------------------------------------------
(1) Need not be completed by stockholders tendering by book-entry transfer
(2) Unless otherwise indicated, it will be assumed that all Shares
described above are being tendered. See Instruction 4.
BY EXECUTING AND DELIVERING THIS LETTER OF TRANSMITTAL THE UNDERSIGNED
ACKNOWLEDGES THAT IT IS TENDERING ALL SHARES REFERENCED IN THIS LETTER OF
TRANSMITTAL INCLUDING ALL OF THE ASSOCIATED RIGHTS.
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Thayer-BLUM Funding, L.L.C., a Delaware
limited liability company (the "Purchaser"), the above described shares of
common stock, $0.01 par value per share (the "Common Stock"), including the
associated rights (the "Rights" and together with the Common Stock, the
"Shares"), of EFTC Corporation, a Colorado corporation (the "Company"), in
response to the Purchaser's offer to purchase up to 5,625,000 but not less
than 500,000 Shares at a price of $4.00 net per Share, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated July 19,
2000 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which terms and conditions constitute the
"Offer"). The undersigned understands that the Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to one or more of
its subsidiaries or affiliates the right to purchase all or any portion of the
Shares tendered pursuant to the Offer, but any such transfer or assignment
will not relieve the Purchaser of its obligations under the Offer and will in
no way prejudice the rights of tendering shareholders to receive payment for
Shares validly tendered and accepted for payment pursuant to the Offer.
Receipt of the Offer is hereby acknowledged.
The Offer is being made pursuant to a Securities Purchase Agreement, dated
as of March 30, 2000, as amended, (the "Purchase Agreement"), by and between
the Purchaser and the Company. Subject to, and effective upon, acceptance of
the Shares tendered with this Letter of Transmittal for payment in accordance
with 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 with this Letter of Transmittal and
irrevocably constitutes and appoints the Depositary the true and lawful agent,
attorney-in-fact of the undersigned with respect to those Shares with full
power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver certificates for
the Shares or transfer ownership of the Shares on the account books maintained
by the Book-Entry Transfer Facility, together in either case with all
accompanying evidences of transfer and authenticity, to or upon the order of
the Purchaser upon receipt by the Depositary, as the undersigned's agent, of
the purchase price (adjusted, if appropriate, as provided in the Offer to
Purchase), (b) present those Shares for transfer on the books of the Company
and (c) otherwise exercise all rights of beneficial ownership the Shares all
in accordance with the terms of the Offer.
The undersigned irrevocably appoints Purchaser, its officers and its
designees, and each of them, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to vote in such manner as
each such attorney-in-fact and proxy or his or its substitute, in his or its
sole discretion deems proper, and otherwise act (including acting by written
consent without a meeting) with respect to, all the Shares tendered by this
Letter of Transmittal which have been accepted for payment by the Purchaser
prior to the time of the vote or action. This proxy is irrevocable and is
granted in consideration of, and is effective upon, the deposit by the
Purchaser with the Depositary of the purchase price for the Shares to which it
relates, and acceptance of those Shares for payment, in accordance with the
terms of the Offer. Acceptance for payment will revoke all prior proxies
granted by the undersigned with regard to those Shares and the undersigned
will not give any subsequent proxies, powers of attorney or consents, with
respect to those Shares (and, if given, will not be deemed effective). The
undersigned understands that the Purchaser reserves the right to require that,
in order for Shares to be deemed validly tendered, immediately upon the
Purchaser's acceptance for payment of such Shares, the Purchaser is able to
exercise full voting, consent and other rights with respect to such Shares,
including voting at any meeting of the Company's shareholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
by this Letter of Transmittal and that, when those Shares are accepted for
payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title to the Shares, free and clear of all liens, restrictions,
charges, encumbrances or adverse claims. The undersigned, upon request, will
execute and deliver any additional documents deemed by the Depositary or the
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered by this Letter of Transmittal to the
Purchaser.
The authority conferred in this Letter of Transmittal will not be affected
by, and will survive, the death or incapacity of the undersigned, and any
obligation of the undersigned under this Letter of Transmittal or otherwise
resulting from the tender of the Shares to which this Letter of Transmittal
relates will be binding upon the successors, assigns, heirs, executors,
3
<PAGE>
administrators and legal representatives of the undersigned. Except as stated
in the Offer to Purchase, this tender made by this Letter of Transmittal is
irrevocable.
The undersigned understands that tenders 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 a binding agreement
between the undersigned and the 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). Without limiting the
foregoing, if the price to be paid in the Offer is amended in accordance with
the Purchase Agreement, the price to be paid to the undersigned will be the
amended price notwithstanding the fact that a different price is stated in
this Letter of Transmittal. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated in the box below captioned "Special Payment
Instructions," please issue the check for the purchase price of the Shares
tendered by this Letter of Transmittal, and cause any Shares represented by
certificates accompanying this Letter of Transmittal which are not being
tendered, or are not accepted for payment, in the name(s) of the undersigned.
Similarly, unless otherwise indicated in the box below captioned "Special
Delivery Instructions," please mail the check for the purchase price and
deliver certificates representing any Shares which are not being tendered or
are not accepted for payment (and accompanying documents, as appropriate) to
the undersigned at the address shown below the undersigned's signature. If
both the Special Delivery Instructions and the Special Payment Instructions
are completed, please issue the check for the purchase price and certificates
for any Shares which are not being tendered, or are not accepted for payment,
in the name of, and deliver the check and certificates, or confirmation of
transfer of the Shares at the Book-Entry Transfer Facility, to the person or
persons indicated. Shareholders delivering Shares by book-entry transfer may
request that any Shares not accepted for payment be returned by crediting an
account at the Book-Entry Transfer Facility, by making an appropriate entry
under "Special Payment Instructions." The undersigned recognizes that the
Purchaser has no obligation pursuant to the Special Payment Instructions or
otherwise to transfer any tendered Shares which are not accepted for payment
from the name of the registered holder of the Shares to the name of another
person.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS
Instructions 5, 6, and 7) (See Instructions 5, 6 and 7)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cates for Shares which are not cates for Shares which are not
tendered or not purchased and the tendered or are not purchased and
check for the purchase price of the check for the purchase price
Shares which are purchased are to of Shares which are purchased are
be issued in the name of someone to be sent to someone other than
other than the undersigned, or if the undersigned, or to the under-
Shares delivered by book-entry signed at an address other than
which are not purchased are to be that shown after the
returned by credit to an account undersigned's signature below:
maintained at a Book-Entry Trans-
fer Facility other than that des- Mail:[_] Check [_] Certificate(s)
ignated above: to:
Name______________________________
Issue:[_] Check [_] Certificate(s) to: (Please Print)
Name _____________________________ Address __________________________
(Please Print)
__________________________________
Address __________________________ (Include Zip Code)
__________________________________
(Include Zip Code)
__________________________________
(Tax Identification or Social
Security Number)
[_] Check unpurchased Shares de-
livered by book-entry transfer to
the Book-Entry Transfer Facility
account set forth below:
__________________________________
(Account Number)
5
<PAGE>
SIGN HERE
(Complete Substitute Form W-9 on reverse)
____________________________________________________________________________
____________________________________________________________________________
(Signature(s) of Owner(s))
DATED: ________________________ , 2000
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
the stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted with this Letter of Transmittal. If signature is by trustees,
executors, administrators, guardians, attorneys-at-fact, agents, officers
of corporations or others acting in a fiduciary or representative capacity,
please provide the necessary information described in Instruction 5.)
Name(s)_____________________________________________________________________
______________________________________________________________________
(Please Print)
Capacity (Full Title) ______________________________________________________
Address_____________________________________________________________________
______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number ( ) _______________________________________
Tax Identification or
Social Security No. ________________________________________________________
(Complete Substitute Form W-9 on reverse)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
Title ______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
Area Code and Telephone Number: ( ) ______________________________________
Dated: ________________________ , 2000
6
<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 (i) if this Letter of Transmittal is signed by the
registered holder of the Shares tendered by it (which, for purposes of this
document, includes any participant in the Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of Shares) unless the
holder has completed either the box entitled "Special Delivery Instructions"
or the box entitled "Special Payment Instructions" on the reverse of this
Letter of Transmittal or (ii) if those Shares are tendered for the account of
a member firm of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc. or by a commercial bank or
trust company which has an office or correspondent in the United States
(collectively, "Eligible Institutions"). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.
2. Delivery of Letter of Transmittal and Certificates. This Letter of
Transmittal is to be completed by shareholders either if certificates are
being forwarded with it or, unless an Agent's Message (as defined below) is
utilized, tenders of Shares are being made in accordance with the procedures
for delivery by book-entry transfer set forth in Section 3 of the Offer to
Purchase. Certificates for all physically tendered Shares, or a Book-Entry
Confirmation confirming book-entry transfer of Shares to an account of the
Depositary, as the case may be, together with a properly completed and duly
executed Letter of Transmittal (or facsimile of one) and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth above prior to the Approval Date (as defined in
the Offer to Purchase). Shareholders whose certificates for Shares are not
immediately available, or who cannot deliver Book-Entry Confirmation of a book
entry transfer of the Shares to the Depositary on or prior to the Approval
Date, may tender their Shares by properly completing and executing a Notice of
Guaranteed Delivery in accordance with the guaranteed delivery procedure
described in Section 3 of the Offer to Purchase. Pursuant to that procedure,
(i) the tender must be made by or through an Eligible Institution, (ii) 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 Approval Date and (iii) the certificates for all
physically tendered Shares, or Book-Entry Confirmation of Shares tendered by
book-entry transfer, as the case may be, together with a properly completed
and duly executed Letter of Transmittal (or facsimile of one) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three Nasdaq trading days after the date of execution of
such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer
to Purchase. If certificates for Shares are forwarded separately to the
Depositary, a properly completed and duly executed Letter of Transmittal (or
facsimile of one) must accompany each such delivery.
The term "Agent's Message" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgement from the participant in such 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.
The method of delivery of this Letter of Transmittal, the certificates for
Shares and all other required documents, including delivery through the Book-
Entry Transfer Facility, is at the option and risk of the tendering
shareholder and, except as otherwise provided in this Instruction 2, 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. All tendering shareholders, by execution
of this Letter of Transmittal (or facsimile of it), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided in this Letter of Transmittal is
inadequate, the certificate numbers and the numbers of Shares being tendered
should be listed on a separate signed schedule which should be attached to
this Letter of Transmittal.
7
<PAGE>
4. Partial Tenders. (Not applicable to shareholders who tender by book-entry
transfer). If fewer than all the Shares evidenced by a certificate are to be
tendered, fill in the number of Shares which are to be tendered in the box
entitled "Number of Shares Tendered." In such case, new certificate(s) for the
remainder of the Shares that were evidenced by your old certificate(s) will be
sent to you, unless otherwise provided in the appropriate box on this Letter
of Transmittal, as soon as practicable after the Approval Date. 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(s) of the Shares
tendered, the signature(s) must correspond exactly with the name(s) as written
on the face of the certificate(s), without alteration, enlargement or any
change whatsoever.
If any of the tendered Shares are owned of record by two or more joint
owners, all the owners must sign this Letter of Transmittal.
If 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 as there are different registrations on
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
corporations or other person acting in a fiduciary or representative capacity,
that persons should so indicate when signing, and may be required to submit
evidence satisfactory to the Purchaser of the person's authority to so act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Shares being tendered, no endorsements of certificates or separate stock
powers are required, unless payment or certificates for Shares which are not
tendered or purchased are to be issued to a person other than the registered
owner(s), in which case, endorsements of certificates or stock powers are
required and the signatures on those 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 the Shares being tendered, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered owner(s) appear on the certificates.
Signatures on the certificates or stock powers must be guaranteed by an
Eligible Institution.
6. Stock Transfer Taxes. Except as set forth in this Instruction, the
Company will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale to Purchaser of Shares it purchases pursuant to the
Offer. If payment of the purchase price is to be made to, or if certificates
for Shares which are not tendered or are not purchased are to be registered in
the name of, any person other than the registered holder, or if tendered
certificates are registered in the name of anyone other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
payable on account of the transfer to another person (whether imposed on the
registered holder or on the other person) will be deducted from the purchase
price unless satisfactory evidence of the payment of, or exemption from the
need to pay, stock transfer taxes 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 or certificates for
unpurchased Shares are to be issued in the name of a person other than the
signer of this Letter of Transmittal, or if a check is to be sent or
certificates are to be returned to someone other than the signer of this
Letter of Transmittal or to an address other than the signer's shown above,
the appropriate boxes on this Letter of Transmittal must be completed.
Shareholders tendering Shares by book-entry transfer may request that any
Shares which are not purchased be credited to an account maintained at the
Book-Entry Transfer Facility which the shareholder designates. If no such
instructions are given, Shares tendered by book-entry transfer which are not
purchased will be returned by crediting the account at the Book-Entry Transfer
Facility designated above.
8
<PAGE>
8. Requests for Assistance or Additional Copies. Requests for assistance may
be directed to, or additional copies of the Offer to Purchase and 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 Depositary at its address set forth below or from your
broker, dealer, commercial bank or trust company.
9. Waiver of Conditions. Subject to the terms of the Purchase Agreement, the
conditions of the Offer may be waived by the Purchaser, in whole or in part,
at any time and from time to time in the Purchaser's sole discretion, as to
any Shares which are tendered.
10. Lost, Destroyed or Stolen Share Certificates. If any certificate(s) for
Shares has been lost, destroyed or stolen, the shareholder should promptly
notify the Depositary. The shareholder will then be instructed 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 or destroyed certificates have been followed.
11. Substitute Form W-9. The tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to indicate that the shareholder is not subject to backup withholding by
checking the box in Part 2 of the Substitute Form W-9. Failure to provide the
information on Substitute Form W-9 may subject the tendering shareholder to
31% Federal Income tax withholding from the payment of the purchase price. 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 number or intends
to apply for a number 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. If
the box in Part 3 is checked and the Depositary is not provided with a TIN
within 60 days, the Depositary will withhold 31% from all payments of the
purchase price to be made after expiration of that 60 day period until a TIN
is provided to the Depositary.
(DO NOT WRITE IN THE SPACES BELOW)
Date Received _____ Accepted by _______ Checked by ________
<TABLE>
<CAPTION>
Certificates Shares Shares Amount of Shares Certificate
Surrendered Tendered Accepted Check No. Check Returned No. Block No.
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Delivery Prepared Checked by ________ Date ______________
by ________________
9
<PAGE>
IMPORTANT TAX INFORMATION
Under Federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary with the
shareholder's correct TIN on Substitute Form W-9 below. If the shareholder is
an individual, the TIN is his or her social security number. If the Depositary
is not provided with the correct TIN, the shareholder may be subject, among
other things, to penalties imposed by the Internal Revenue Service. In
addition, payments that are made to the shareholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that individual must submit a Form W-8, signed under penalties of
perjury, attesting to the individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the shareholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a shareholder
with respect to Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of the shareholder's correct TIN by
completing the form below certifying that the TIN provided on the Substitute
Form W-9 is correct (or that the shareholder is awaiting a TIN).
What Number to Give the Depositary
The shareholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares being tendered 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
guidelines on which number to report.
Important: This Letter of transmittal (or a facsimile of it), together with
certificates or confirmation of book-entry transfer and all other required
documents, or a Notice of Guaranteed Delivery, must be received by the
Depositary on or prior to the Approval Date.
PAYER'S NAME: [ ]
-------------------------------------------------------------------------------
Part 1--PLEASE PROVIDE YOUR Social Security Number
TIN IN THE BOX AT RIGHT AND or Employer
CERTIFY BY SIGNING AND Identification Number
DATING BELOW.
SUBSTITUTE
Form W-9
Department of -----------------------
the Treasury --------------------------------------------------------
Internal Part 2--Check the box if you are NOT subject to
Revenue backup withholding under the provisions of Section
Service 3406(a)(1)(C) of the Internal Revenue Code because
(1) you are exempt from backup withholding, or (2)
you have not been notified that you are subject to
backup withholding as a result of failure to report
all interest or dividends or (3) the Internal Revenue
Service has notified you that you are no longer
subject to backup withholding.
CERTIFICATION--UNDER THE PENALTIES OF Part 3 --
Payer's Request for PERJURY, I CERTIFY THAT THE INFORMA- Awaiting
Taxpayer TION PROVIDED ON THIS FORM IS TRUE, TIN [_]
Identification Number CORRECT, AND COMPLETE.
(TIN)
SIGNATURE ______________ DATE _______
--------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
10
<PAGE>
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 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 _______________________
The Depositary Agent for the Offer is:
Computershare Trust Company, Inc.
12039 West Alameda Parkway
Suite Z-2
Lakewood, CO 80228
For further information, call the Purchaser's information line at:
Toll Free: (877) 525-5112
11
