EXHIBIT 99.A2
LETTER OF TRANSMITTAL
to Tender up to $25 Million Aggregate Principal Amount of
5.625% Convertible Subordinated Debentures Due 2007
of
BankAtlantic Bancorp, Inc.
Pursuant to the Offer to Purchase Dated August 30, 2000
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, THE
TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 28,
2000 UNLESS EXTENDED (THE "EXPIRATION DATE"). HOLDERS OF DEBENTURES (EACH, A
"HOLDER" AND COLLECTIVELY, THE "HOLDERS") MUST TENDER THEIR DEBENTURES ON OR
PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE TENDER OFFER
CONSIDERATION. TENDERED DEBENTURES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR
TO THE EXPIRATION DATE.
The Depositary for the Tender Offer is:
U.S. Bank Trust National Association
By Mail, Hand Delivery Facsimile Transmission:
or Overnight Courier: (For Eligible Institutions Only)
U.S. Bank Trust National Association (651) 244-1537
180 East Fifth Street
St. Paul, MN 55101 For Confirmation by Telephone:
Attn: Specialized Finance Department (800) 934-6802
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO AN
ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE, WILL NOT
CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED IN THIS LETTER OF TRANSMITTAL AND IN THE OFFER
TO PURCHASE (AS DEFINED BELOW) SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
By execution hereof, the undersigned acknowledges receipt of the Offer to
Purchase, dated August 30, 2000 (the "Offer to Purchase"), of BankAtlantic
Bancorp, Inc. (the "Company") and this Letter of Transmittal with the
accompanying instructions (the "Letter of Transmittal"), which together
constitute the Company's offer to purchase (the "Tender Offer") up to $25
million aggregate principal amount of its 5.625% Convertible Subordinated
Debentures due 2007 (the "Debentures"), upon the terms and subject to the
conditions set forth in the Offer to Purchase.
All capitalized terms used herein and not defined shall have the meaning
ascribed to them in the Offer to Purchase.
This Letter of Transmittal is to be used by Holders if certificates
representing Debentures are to be physically delivered to the Depositary
herewith by Holders. This Letter of Transmittal is also being supplied for
informational purposes only to persons who hold Debentures in book-entry form
through the facilities of The Depository Trust Company ("DTC"). Tender of
Debentures held through DTC must be made pursuant to the procedures described
under "The Tender Offer--Procedures for
<PAGE>
Tendering Debentures--Debentures Held Through DTC" in the Offer to Purchase.
Delivery of documents to DTC does not constitute delivery to the Depositary.
In order to properly complete this Letter of Transmittal, a Holder must
(i) complete the box entitled "Description of Debentures;" (ii) if appropriate,
check and complete the boxes relating to guaranteed delivery, Special Issuance
or Payment Instructions and Special Delivery Instructions; (iii) sign the
Letter of Transmittal; and (iv) complete Substitute Form W-9 (a foreign holder
should obtain Form W-8 from the Depositary and complete such form). Each Holder
should carefully read the detailed Instructions contained herein before
completing this Letter of Transmittal.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Tender Offer.
Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Requests for additional copies of the Offer to Purchase and this Letter of
Transmittal should be directed to Georgeson Shareholder Communications, Inc.,
which is acting as information agent for the Tender Offer, whose address and
telephone number appear on the back cover of this Letter of Transmittal. See
Instruction 10 below.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE TENDER OFFER CONSIDERATION
PURSUANT TO THE TENDER OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR
DEBENTURES TO THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
If Holders desire to tender Debentures pursuant to the Tender Offer and
(i) certificates representing such Holder's Debentures are not lost but are not
immediately available or time will not permit this Letter of Transmittal,
certificates representing such Debentures or other required documents to reach
the Depositary before the Expiration Date or (ii) the procedures for book-entry
transfer cannot be completed before the Expiration Date, such Holders may
effect a tender of such Debentures in accordance with the guaranteed delivery
procedures described under "The Tender Offer--Procedures for Tendering
Debentures--Guaranteed Delivery Procedures" in the Offer to Purchase. See
Instruction 1 below.
IN THE EVENT THAT THE TENDER OFFER IS WITHDRAWN OR OTHERWISE NOT
COMPLETED, THE TENDER OFFER CONSIDERATION WILL NOT BE PAID OR BECOME PAYABLE TO
HOLDERS OF THE DEBENTURES WHO HAVE VALIDLY TENDERED THEIR DEBENTURES IN
CONNECTION WITH THE TENDER OFFER, AND ANY TENDERED DEBENTURES WILL BE RETURNED.
THE TENDER OFFER IS MADE UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH
IN THE OFFER TO PURCHASE AND IN THIS LETTER OF TRANSMITTAL.
The Company is not aware of any jurisdiction where the making of the
Tender Offer is not in compliance with the laws of such jurisdiction. If the
Company becomes aware of any jurisdiction where the making of the Tender Offer
would not be in compliance with such laws, the Company will make a good faith
effort to comply with any such laws or seek to have such laws declared
inapplicable to the Tender Offer. If, after such good faith effort, the Company
cannot comply with any such applicable laws, the Tender Offer will not be made
to (nor will tenders be accepted from or on behalf of) the Holders residing in
such jurisdiction.
<PAGE>
[ ] CHECK HERE IF CERTIFICATES REPRESENTING TENDERED DEBENTURES ARE ENCLOSED.
[ ] CHECK HERE IF TENDERED DEBENTURES ARE BEING TENDERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND
COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER DEBENTURES BY BOOK-ENTRY TRANSFER):
Name(s) of Tendering Institution:
DTC Account No.:
DTC Transaction Code No.:
[ ] CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
Window Ticket No. (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Eligible Institution that Guaranteed Delivery:
If Delivered by Book-Entry Transfer:
DTC Participant Number:
DTC Account Number:
DTC Transaction Code Number:
<PAGE>
List below the Debentures to which this Letter of Transmittal relates. If
the space provided is inadequate, list the certificate numbers and principal
amounts on a separately executed schedule and affix the schedule to this Letter
of Transmittal. Tenders of Debentures will be accepted only in principal
amounts equal to $1,000 or integral multiples thereof.
<TABLE>
<CAPTION>
DESCRIPTION OF DEBENTURES TENDERED
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Name(s) and Address(es) Aggregate Principal Aggregate Principal
of Registered Holder(s) Amount Represented Amount
(Please fill in, if blank) Certificate Number(s)* by Certificate(s)* Tendered**
-------------------------------------------- ------------------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
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Total Principal Amount of Debentures $
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</TABLE>
* Need not be completed by Holders tendering by book-entry
transfer or in accordance with DTC's ATOP procedure for
transfer.
** Unless otherwise indicated, a Holder will be deemed to have
tendered with respect to the entire aggregate principal amount
represented by the Debentures indicated in the column labeled
"Aggregate Principal Amount Represented by Certificate(s)."
See Instruction 2 below.
<PAGE>
SPECIAL ISSUANCE OR
PAYMENT INSTRUCTIONS
(SEE INSTRUCTION 4)
To be completed ONLY if certificates for Debentures representing
principal amount not tendered or not accepted for purchase and/or the
check for the Tender Offer Consideration are to be issued to the order of
someone other than the undersigned, or if Debentures delivered by
book-entry transfer that are not accepted for purchase are to be returned
by credit to an account other than indicated above.
Issue: [ ] Debentures
[ ] Check(s)
(Complete as applicable)
Name:
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(Please Print)
Address:
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(Zip Code)
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(Taxpayer Identification or Social Security Number)
(See substitute Form W-9 herein)
[ ] Credit Debentures by book-entry transfer and not purchased to the
account set forth below
Name of Account Party:
---------------------------
Acct. No.:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4)
To be completed ONLY if certificates for Debentures representing
principal amount not tendered or not accepted for purchase and/or the
check for the Tender Offer Consideration are to be sent to an address
different from that shown in the box entitled "Description of Debentures"
within this Letter of Transmittal.
Deliver: [ ] Debentures
[ ] Check(s)
(Complete as applicable)
Name:
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(Please Print)
Address:
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(Zip Code)
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(Taxpayer Identification or Social Security Number)
(See substitute Form W-9 herein)
HOLDERS WHO WISH TO ACCEPT THE TENDER OFFER AND TENDER THEIR
DEBENTURES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<PAGE>
THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
<PAGE>
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Tender Offer, the
undersigned hereby tenders to the Company the principal amount of Debentures
indicated above.
Subject to and effective upon the acceptance for purchase of and payment
for Debentures validly tendered hereby, by executing and delivering a Letter of
Transmittal, a tendering Holder (i) irrevocably tenders, sells, assigns and
transfers to the Company, all right, title and interest in and to all of the
Debentures tendered hereby, (ii) waives any and all rights with respect to the
Debentures (including, without limitation, any existing or past defaults and
their consequences in respect of the Debentures and the Indenture under which
the Debentures were issued), (iii) releases and discharges the Company from any
and all claims such Holder may have now, or may have in the future, arising out
of, or related to, the Debentures including, without limitation, any claims
that such Holder is entitled to receive additional principal or interest
payments with respect to the Debentures or to participate in any redemption or
defeasance of the Debentures and (iv) irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of such Holder with
respect to any such tendered Debentures, with full power of substitution and
resubstitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to (a) deliver certificates representing such
Debentures, or transfer ownership of such Debentures, on the account books
maintained by DTC, together, in any such case, with all accompanying evidences
of transfer and authenticity, to the Company, (b) present such Debentures for
transfer on the relevant security register and (c) receive all benefits or
otherwise exercise all rights of beneficial ownership of such Debentures
(except that the Depositary will have no rights to or control over funds from
the Company, except as agent for the Company for the Tender Offer Consideration
for any tendered Debentures that are purchased by the Company), all in
accordance with the terms of the Tender Offer.
The undersigned understands that tenders of Debentures may be withdrawn by
written notice of withdrawal received by the Depositary at any time prior to
the Expiration Date. See Instruction 1 below.
The undersigned hereby represents and warrants that the undersigned (i)
owns the Debentures tendered and is entitled to tender such Debentures and (ii)
has full power and authority to tender, sell, assign and transfer the
Debentures tendered, and that when such Debentures are accepted for purchase
and payment by the Company, the Company will acquire good title, free and clear
of all liens, restrictions, charges and encumbrances and not subject to any
adverse claim or right. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Depositary or by the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Debentures tendered.
For purposes of the Tender Offer, the undersigned understands that the
Company will be deemed to have accepted for purchase validly tendered
Debentures (or defectively tendered Debentures with respect to which the
Company has waived such defect) only if, as and when the Company gives oral
(confirmed in writing) or written notice thereof to the Depositary. Payment for
Debentures purchased pursuant to the Tender Offer will be made by deposit of
the Tender Offer Consideration for such Debentures with the Depositary, which
will act as agent for tendering Holders for the purpose of receiving payments
from the Company and transmitting such payments to such Holders.
The undersigned understands that the valid tender of Debentures pursuant
to any one of the procedures described under "The Tender Offer--Procedures for
Tendering Debentures" in the Offer to Purchase and in the instructions hereto
will constitute a binding agreement between the undersigned and the Company
upon the terms and subject to the conditions of the Tender Offer, including the
undersigned's waiver of any existing defaults and their consequences in respect
of the Debentures and the Indenture under which the Debentures were issued
(including, without limitation, a default in the payment of interest).
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of
<PAGE>
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.
The undersigned understands that the delivery and surrender of the
Debentures is not effective, and the risk of loss of the Debentures does not
pass to the Depositary, until receipt by the Depositary (whether through DTC's
ATOP procedures for transfer or otherwise) of this Letter of Transmittal, or a
manually signed facsimile hereof, properly completed and duly executed,
together with all accompanying evidences of authority and any other required
documents in form satisfactory to the Company. All questions as to the form of
all documents and the validity (including time of receipt) and acceptance of
tenders and withdrawals of Debentures will be determined by the Company, in its
sole discretion, which determination shall be final and binding on all parties.
Unless otherwise indicated herein under "Special Issuance or Payment
Instructions," the undersigned hereby requests that any Debentures representing
principal amounts not tendered be issued in the name(s) of the undersigned, and
checks constituting payments for Debentures purchased in connection with the
Tender Offer be issued to the order of the undersigned. Similarly, unless
otherwise indicated herein under "Special Delivery Instructions," the
undersigned hereby requests that any Debentures representing principal amounts
not tendered and checks constituting payments for Debentures to be purchased in
connection with the Tender Offer be delivered to the undersigned at the
address(es) shown herein. In the event that the "Special Issuance or Payment
Instructions" box or the "Special Delivery Instructions" box, or both, are
completed, the undersigned hereby requests that any Debentures representing
principal amounts not tendered be issued in the name(s) of, certificates for
such Debentures be delivered to, and checks constituting payments for
Debentures purchased in connection with the Tender Offer be issued in the
name(s) of, and be delivered to, the person(s) at the address(es) indicated, as
applicable. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Issuance or Payment Instructions" box to transfer any
Debentures from the name of the registered Holder(s) thereof if the Company
does not accept for purchase any of the principal amount of such Debentures so
tendered.
<PAGE>
PEASE SIGN BELOW
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF DEBENTURES
REGARDLESS OF WHETHER DEBENTURES ARE BEING
PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the registered Holder(s) of
Debentures exactly as their name(s) appear(s) on certificate(s) for Debentures
or by person(s) authorized to become registered Holder(s) by endorsements on
certificates for Debentures or by bond powers transmitted with this Letter of
Transmittal. Endorsements on Debentures and signatures on bond powers by Holders
not executing this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 3 below. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must set forth his or her full
title below under "Capacity" and submit evidence satisfactory to the Company of
such person's authority to so act. See Instruction 3 below.
If the signature appearing below is not of the registered Holder(s) of the
Debentures, then the registered Holder(s) must sign a valid power of attorney.
Signature(s) of Holder(s) or
Authorized Signatory:
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Dated: , 2000
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Name(s)
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(Please Print)
Capacity:
-----------------------------------------------------------------
Address:
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--------------------------------------------------------------------------
--------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number
--------------------------------------------
Taxpayer Identification or Social Security Number
-------------------------
(See Substitute Form W-9)
<PAGE>
SIGNATURE GUARANTEE
(SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(Name of Eligible Institution Guaranteeing Signatures)
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(Address, including zip code, and Telephone Number,
including area code, of Eligible Institution)
--------------------------------------------------------------------------
(Authorized Signatures)
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(Printed Name)
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(Title)
Date: , 2000
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<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE TENDER OFFER
1. Procedures for Tendering Debentures; Guaranteed Delivery Procedures;
Withdrawal of Tenders; Absence of Appraisal Rights. To tender the Debentures in
the Offer, certificates representing such Debentures, together with a properly
completed and duly executed copy (or facsimile) of this Letter of Transmittal,
and any other documents required by this Letter of Transmittal must be received
by the Depositary at one of its addresses set forth herein on or before the
Expiration Date. The method of delivery of this Letter of Transmittal,
certificates for Debentures and all other required documents to the Depositary
is at the election and risk of Holders. If such delivery is to be made by mail,
it is suggested that Holders use properly insured registered mail, return
receipt requested, and that the mailing be made sufficiently in advance of the
Expiration Date to permit delivery to the Depositary on or before such date.
Except as otherwise provided below, the delivery will be deemed made when
actually received or confirmed by the Depositary. THIS LETTER OF TRANSMITTAL
AND DEBENTURES SHOULD BE SENT ONLY TO THE DEPOSITARY, AND NOT TO THE COMPANY,
THE TRUSTEE OR THE INFORMATION AGENT. This Letter of Transmittal is also being
supplied for informational purposes only to persons who hold Debentures in
book-entry form through the facilities of DTC. Tender of Debentures held
through DTC must be made pursuant to the procedures described under "The Tender
Offer--Procedures for Tendering Debentures--Debentures Held Through DTC" in the
Offer to Purchase.
Except as provided herein for the book-entry or guaranteed delivery
procedures, unless the Debentures being tendered are deposited with the
Depositary on or before the Expiration Date (accompanied by the appropriate,
properly completed and duly executed Letter of Transmittal and any required
signature guarantees and other documents required by this Letter of
Transmittal), the Company may, in its sole discretion, reject such tender.
Payment for Debentures will be made only against deposit of tendered
Debentures.
By executing this Letter of Transmittal (or a facsimile thereof), a
tendering Holder waives any right to receive any notice of the acceptance for
payment of tendered Debentures. For a full description of the procedures for
tendering Debentures, see "The Tender Offer--Procedures for Tendering
Debentures--Tendering Debentures" in the Offer to Purchase. If a Holder desires
to tender Debentures pursuant to the Tender Offer and (i) certificates
representing such Holder's Debentures are not lost but are not immediately
available or time will not permit this Letter of Transmittal, certificates
representing Debentures or other required documents to reach the Depositary on
or before the Expiration Date or (ii) the procedures for book-entry transfer
cannot be completed on or before the Expiration Date, such Holder may effect a
tender of such Debentures in accordance with the guaranteed delivery procedures
described under "The Tender Offer--Procedures for Tendering
Debentures--Guaranteed Delivery Procedures" in the Offer to Purchase. Tenders
of Debentures may be withdrawn at any time before the Expiration Date pursuant
to the procedures described under "The Tender Offer--Procedures For Tendering
Debentures--Withdrawal Rights" in the Offer to Purchase.
There are no appraisal rights or other similar statutory rights available
to Holders in connection with the Tender Offer.
2. Partial Tenders. Tenders of Debentures pursuant to the Tender Offer will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. If less than the entire principal amount of any Debentures evidenced
by a submitted certificate is tendered, the tendering Holder must fill in the
principal amount tendered in the last column of the box entitled "Description
of Debentures" herein. The entire principal amount represented by the
certificates for all Debentures delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated. If the entire principal amount
of all Debentures is not tendered or not accepted for purchase, certificates
for the principal amount of Debentures not tendered or not accepted for
purchase will be sent to the Holder unless
<PAGE>
otherwise provided in the appropriate box on this Letter of Transmittal (see
Instruction 4), promptly after the Debentures are accepted for purchase.
3. Signatures on this Letter of Transmittal, Bond Powers and Endorsement;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered Holder(s) of the Debentures tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificate(s)
without alteration, enlargement or any change whatsoever.
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A HOLDER OF DEBENTURES WHO IS
NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID POWER
OF ATTORNEY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY AN
ELIGIBLE INSTITUTION.
If any of the Debentures tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal. If any
tendered Debentures are registered in different names on several certificates,
it will be necessary to complete, sign and submit as many copies of this Letter
of Transmittal and any necessary accompanying documents as there are different
names in which certificates are held. If this Letter of Transmittal is signed
by the Holder, and the certificates for any principal amount of Debentures not
tendered or accepted for purchase are to be issued (or if any principal amount
of Debentures that is not tendered or accepted for purchase is to be reissued
or returned) to the Holder, and checks constituting payments for Debentures to
be purchased in connection with the Tender Offer are to be issued to the order
of the Holder, then the Holder need not endorse any certificates for tendered
Debentures nor provide a separate bond power. In any other case (including if
this Letter of Transmittal is not signed by the Holder), the Holder must either
properly endorse the certificates for Debentures tendered or transmit a
separate properly completed bond power with this Letter of Transmittal (in
either case, executed exactly as the name(s) of the registered Holder(s)
appear(s) on such Debentures), with the signature on the endorsement or bond
power guaranteed by an Eligible Institution, unless such certificates or bond
powers are executed by an Eligible Institution.
If this Letter of Transmittal or any certificates representing Debentures
or bond 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 Company of their authority so to act must
be submitted with this Letter of Transmittal.
Endorsements on certificates for Debentures and signatures on bond powers
provided in accordance with this Instruction 3 by registered Holders not
executing this Letter of Transmittal must be guaranteed by an Eligible
Institution.
No signature guarantee is required if such Debentures are tendered for the
account of an Eligible Institution. In all other cases, all signatures on
Letters of Transmittal accompanying Debentures must be guaranteed by an
Eligible Institution.
4. Special Issuance or Payment and Special Delivery Instructions. Tendering
Holders should indicate in the applicable box or boxes the name and address to
which certificates representing Debentures for principal amounts not tendered
or not accepted for purchase or checks constituting payments for Debentures
purchased in connection with the Tender Offer are to be issued or sent, if
different from the name and address of the Holder signing this Letter of
Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated. If no instructions are given, Debentures not tendered or not
accepted for purchase will be returned to the Holder.
5. Taxpayer Identification Number and Substitute Form W-9. Each tendering U.S.
Holder is required to provide the Depositary with the U.S. Holder's correct
taxpayer identification number ("TIN"),
<PAGE>
generally the U.S. Holder's social security or federal employer identification
number, on Substitute Form W-9, which is provided under "Important Tax
Information" below, or alternatively, to establish another basis for exemption
from backup withholding. A U.S. Holder must cross out item (2) of Part 2 on
Substitute Form W-9 if such U.S. Holder is subject to backup withholding.
Failure to provide the information on the form may subject the tendering U.S.
Holder to a $50 penalty imposed by the Internal Revenue Service ("IRS") and to
31% federal income tax backup withholding on the payments made to the U.S.
Holder or other payee with respect to Debentures purchased pursuant to the
Tender Offer. The U.S. Holder should write "Applied For" in the space provided
for the TIN in Part 1, sign and date the Substitute Form W-9, and check the
appropriate box in Part 3, if the tendering U.S. Holder has not been issued a
TIN and has applied for a TIN or intends to apply for a TIN in the near future.
If "Applied For" is written in Part 1 and the Depositary is not provided with a
TIN within 60 days thereafter, the Depositary will withhold 31% from all such
payments with respect to the Debentures to be purchased until a TIN is provided
to the Depositary. Each Non-U.S. Holder must complete and submit Form W-8 in
order to be exempt from the 31% federal income tax backup withholding due on
payments with respect to the Debentures.
6. Transfer Taxes. The Company will pay all transfer taxes, if any, payable on
the purchase and transfer of Debentures purchased pursuant to the Tender Offer,
except in the case of deliveries of certificates for Debentures for principal
amounts not tendered or purchased that are to be registered or issued in the
name of any person other than the Holder of Debentures tendered hereby, in
which case the amount of any transfer taxes (whether imposed on the registered
Holder or such other person) payable on account of the transfer to such person
will be deducted from the Tender Offer Consideration 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 stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. Irregularities. All questions as to the validity, form, eligibility
(including the time of receipt) and acceptance for payment of any tenders of
Debentures pursuant to the procedures described in the Offer to Purchase and
the form and validity (including the time of receipt of notices of withdrawal)
of all documents will be determined by the Company, in its sole discretion,
which determination shall be final and binding on all parties. The Company
reserves the absolute right to reject any or all tenders determined by it not
to be in proper form or the acceptance of or payment for which may be unlawful.
The Company also reserves the absolute right to waive any of the conditions of
the Tender Offer and any defect or irregularity on the tender of any particular
Debentures. The Company's interpretations of the terms and conditions of the
Tender Offer (including without limitation the instructions in this Letter of
Transmittal) shall be final and binding. No alternative, conditional or
contingent tenders will be accepted. Unless waived, any irregularities in
connection with tenders must be cured within such time as the Company shall
determine. None of the Company, the Depositary, the Trustee, the Information
Agent or any other person will be under any duty to give notification of any
defects or irregularities in such tenders or will incur any liability to
Holders for failure to give such notification. Tenders of such Debentures shall
not be deemed to have been made until such irregularities have been cured or
waived. Any Debentures received by the Depositary that are not properly
tendered and as to which the irregularities have not been cured or waived will
be returned by the Depositary to the tendering Holders, unless such Holders
have otherwise provided herein, as promptly as practical following the
Expiration Date.
8. Waiver of Conditions. The Company expressly reserves the absolute right, in
its sole and absolute discretion, to amend or waive any of the conditions to
the Tender Offer in the case of any Debentures tendered, in whole or in part,
at any time and from time to time.
<PAGE>
9. Mutilated, Lost, Stolen or Destroyed Certificates for Debentures. Any Holder
whose certificates for Debentures have been mutilated, lost, stolen or
destroyed should write to or telephone the Trustee at the address or telephone
number set forth in the Offer to Purchase.
10. Requests for Assistance or Additional Copies. A Holder may also contact
such Holder's broker, dealer, commercial bank, trust company or nominee for
assistance concerning the Tender Offer. Requests for additional copies of this
Letter of Transmittal or the Notice of Guaranteed Delivery should be directed
to the Information Agent whose address and telephone number is set forth on the
last page of this Letter of Transmittal.
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Debentures are
accepted for payment is required to provide the Depositary (as payer) with such
Holder's correct TIN on Substitute Form W-9 below or otherwise establish a
basis for exemption from backup withholding. If such Holder is an individual,
the TIN is his or her social security number. If the Depositary is not provided
with the correct TIN, a $50 penalty may be imposed by the Internal Revenue
Service, and payments made to such Holder with respect to Debentures purchased
pursuant to the Tender Offer may be subject to backup withholding. Failure to
comply truthfully with the backup withholding requirements also may result in
the imposition of severe criminal and/or civil fines and penalties.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A Substitute Form W-9 can also be obtained from the Depositary. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions. A foreign person may qualify
as an exempt recipient by submitting to the Depositary, in lieu of a substitute
Form W-9, a properly completed Internal Revenue Service Form W-8, signed under
penalties of perjury, attesting to that Holder's exempt status.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the Holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments with respect to Debentures
purchased pursuant to the Tender Offer, the Holder is required to provide the
Depositary with either: (i) the Holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such Holder is awaiting a TIN) and that (A) the Holder is exempt from
backup withholding, (B) the Holder has not been notified by the Internal
Revenue Service that the Holder is subject to backup withholding as a result of
failure to report all interest or dividends, or (C) the Internal Revenue
Service has notified the Holder that the Holder is no longer subject to backup
withholding; or (ii) otherwise establish an adequate basis for exemption from
backup withholding.
What Number to Give the Depositary
The Holder is required to give the Depositary its TIN (e.g., social
security number or employer identification number). If the Debentures are held
in more than one name or are held 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.
<PAGE>
PAYER'S NAME: U.S. BANK TRUST NATIONAL ASSOCIATION
<TABLE>
<S> <C> <C>
Part 1--PLEASE PROVIDE YOUR Social Security number(s) or
TIN IN THE BOX AT RIGHT AND Employer Identification Number(s)
CERTIFY BY SIGNING AND
SUBSTITUTE DATING BELOW.
FORM W-9
Part 2--Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer
Department of the Treasury identification number (or I am waiting for a number to be issued for me), and
Internal Revenue Service
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to backup withholding as a
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.
Payer's Request for
Taxpayer Identification Certificate Instructions--You must cross out item (2) above if you have been
Number ("TIN") notified by the IRS that you are currently subject to backup withholding
because of under reporting interest or dividends on your tax return.
Signature
---------------------- Part 3--Awaiting TIN [ ]
Date
--------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF THE 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 cash payments made to me thereafter will be withheld until I
provide a taxpayer identification number.
-------------------------- -------------------------
Signature Date
<PAGE>
Any requests for additional copies of this Letter of Transmittal or the
Notice of Guaranteed Delivery should be directed to the Information Agent at
the address and telephone number set forth below.
The Information Agent for the Tender Offer is:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, NY 10004
Bankers and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064