<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
R.H. PHILLIPS, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED SEPTEMBER 7, 2000
BY
TOAST ACQUISITION COMPANY, INC.
A WHOLLY OWNED SUBSIDIARY OF
VINCOR HOLDINGS, INC.
AN AFFILIATE OF
VINCOR INTERNATIONAL INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON WEDNESDAY, OCTOBER 4, 2000, UNLESS THE OFFER IS
EXTENDED.
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The Depositary for the Offer is:
LASALLE BANK, N.A.
<TABLE>
<S> <C> <C>
BY MAIL OR BY FACSIMILE: BY HAND:
OVERNIGHT DELIVERY: LaSalle Bank, N.A. Bank of New York
LaSalle Bank, N.A. Attn: Corporate Trust Operations Attn: Steve Guirlando
Attn: Corporate Trust Operations 135 So. LaSalle Street, Suite 101 Barclay Street
135 So. LaSalle Street, Suite 1811 Main Lobby
1811 Chicago, IL 60603 New York, NY 10286
Chicago, IL 60603 Fax #: 312-904-2236
Confirmation #: 312-904-2450
</TABLE>
This Letter of Transmittal is to be used either if certificates for Shares
(as defined below) are to be forwarded herewith or if tender of 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") pursuant to the
procedures set forth in Section 3 of the Offer to Purchase (as defined below).
Shareholders who tender Shares by book-entry transfer are referred to herein as
"Book-Entry Shareholders". DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Shareholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates (or who cannot comply with the book-entry
transfer procedures on a timely basis) and all other documents required hereby
to the Depositary on or prior to the Expiration Date (as defined in the Offer to
Purchase) must tender their Shares according to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR FACSIMILE COPY HEREOF (TOGETHER
WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE. DELIVERY OF THIS INSTRUMENT TO AN
ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA
FACSIMILE OR TELEX OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
<TABLE>
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DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 2 AND 4)
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CERTIFICATE(S) TENDERED NAMES(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY) (PLEASE FILL IN, IF BLANK)
<C> <C> <C> <S>
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TOTAL NUMBER OF
SHARES
CERTIFICATE* REPRESENTED BY NUMBER OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
<C> <C> <C> <S>
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------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
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TOTAL SHARES
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* Need not be completed by Book-Entry Shareholders.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificate(s) delivered to
the Depositary are being tendered. See Instruction 4.
/ / 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)
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</TABLE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Toast Acquisition Company, Inc.
("Purchaser"), a California corporation, a wholly owned subsidiary of Vincor
Holdings, Inc. and an affiliate of Vincor International Inc., the
below-described shares of common stock, no par value (the "Shares") of
R.H. Phillips, Inc. (the "Company"), a California corporation, pursuant to
Purchaser's offer to purchase all of the outstanding Shares at a price of $7.00
per Share, net to the seller in cash and without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
September 7, 2000 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Upon the terms and subject to the conditions of the Offer, and subject to,
and effective upon, acceptance for payment of, and payment for, the Shares
tendered herewith in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Purchaser all
right, title and interest in and to all of the Shares that are being tendered
hereby (and any and all non-cash dividends, distributions, rights, other Shares
and other securities issuable in respect thereof on or after September 7, 2000),
and irrevocably constitutes and appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares (and
any and all such non-cash dividends, distributions, rights, other Shares and
other securities) with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (i) deliver
certificates for such Shares (and any and all such non-cash dividends,
distributions, rights, other Shares and other securities) or transfer ownership
of such Shares (and any and all such non-cash dividends, distributions, rights,
other Shares and other securities) on the account books maintained by the
Book-Entry Transfer Facility, together, in either such case, with all
accompanying evidence of transfer and authenticity, to or upon the order of
Purchaser upon receipt by the Depositary, as the undersigned's agent, of the
purchase price, (ii) present such Shares (and any and all such non-cash
dividends, distributions, rights, other Shares and other securities) for
transfer on the books of the Company and (iii) receive all benefits (including
all dividends or distributions resulting from any stock split, combination, or
exchange of Shares) and otherwise exercise all rights of beneficial ownership of
such Shares (and any and all such non-cash dividends, distributions, rights,
other Shares and other securities) all in accordance with the terms of the
Offer.
The undersigned irrevocably appoints Purchaser and any other designees of
Purchaser as the attorney-in-fact and proxy of the undersigned, with full power
of substitution, to exercise all voting and other rights with respect to any
Shares tendered by the shareholder and accepted for payment by Purchaser (and
any and all non-cash dividends, distributions, rights, other Shares and other
securities issued or issuable in respect of such Shares on or after
September 7, 2000). Any such power of attorney and proxy is coupled with an
interest in the tendered Shares and is irrevocable and is granted in
consideration of, and is effective upon, Purchaser's written notice to the
Depositary of its acceptance for payment of such Shares in accordance with the
terms of the Offer. Upon acceptance for payment pursuant to the Offer, all prior
proxies given by the shareholder with respect to such Shares and other
securities will, without further action, be revoked, and no subsequent proxies
may be given, and if given, will not be effective. Purchaser and its designees
will, with respect to the Shares and other securities, be empowered to exercise
all voting and other rights of the shareholder as they, in their sole
discretion, may deem proper at any annual, special or adjourned meeting of the
Company's shareholders or by written consent or otherwise.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any and all non-cash dividends, distributions, rights, other Shares
and other securities issued or issuable in respect of such Shares on or after
September 7, 2000) and that, when the same are accepted for payment and paid for
by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges, claims and
encumbrances and the same will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby. In addition,
the undersigned shall promptly remit and transfer to the Depositary for the
account of Purchaser the whole of any non-cash dividend, distribution or right
issued to the undersigned
2
<PAGE>
on or after September 7, 2000, in respect of the Shares tendered hereby,
accompanied by appropriate documentation of transfer. Pending such remittance,
Purchaser shall be entitled to all rights and privileges as owner of any such
non-cash dividend, distribution or right and may withhold the entire purchase
price or deduct from the purchase price the amount or value thereof, as
determined by Purchaser in its sole discretion. Purchaser reserves the right to
require that, in order for shares to be deemed validly tendered, immediately
upon Purchaser's acceptance for payment of such Shares, Purchaser must be able
to exercise full voting rights with respect to such Shares (including voting at
any annual, special or adjourned meeting of the Company's shareholders, or by
written consent or otherwise).
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive the death or incapacity
of the undersigned and any obligation of the undersigned hereunder shall be
binding upon the heirs, legal representatives, successors, assigns, executors,
administrators and trustees in bankruptcy of the undersigned. Except as stated
in the Offer to Purchase, tenders of Shares are irrevocable.
The undersigned understands that the valid tender of Shares (and acceptance
for payment of such Shares) pursuant to any of the procedures described in "The
Tender Offer--Procedure for Tendering Shares" of the Offer to Purchase and in
the instructions hereto will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions of the
Offer, including the undersigned's representation and warranty that such
undersigned owns the Shares being tendered.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates for
any Shares not tendered or accepted for payment in the name(s) of the registered
holder(s) appearing under "Description of Shares Tendered." Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the purchase price for any Shares purchased and/or return any certificates
for any Shares not tendered or accepted for payment (and accompanying documents,
as appropriate) to the registered holder(s) at the address(es) appearing under
"Description of Shares Tendered." In the event that either the "Special Delivery
Instructions" or the "Special Payment Instructions" are completed, please issue
the check for the purchase price and/or return any certificates for Shares not
tendered or accepted for payment in the name of, and deliver said check and/or
return such certificates to, the person or persons so indicated. Book-entry
Shareholders delivering Shares by book-entry transfer may request that any
Shares not accepted for payment be returned by crediting such account maintained
at the Book-Entry Transfer Facility by making an appropriate entry under
"Special Payment Instructions." The undersigned recognizes that Purchaser has no
obligation pursuant to the Special Payment Instructions to transfer any Shares
from the name(s) of the registered holder(s) thereof if Purchaser does not
accept for payment any of such Shares so tendered.
INSTRUCTIONS
FORMING PART OF TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) which is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program, or the Stock
Exchange Medallion Program (each of the foregoing constituting an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(a) if this Letter of Transmittal is signed by the registered holder(s) of the
Shares (which term, for purposes of this document, shall include any participant
in one of the Book-Entry Transfer Facilities whose name appears on a security
position listing as the owner of Shares) tendered herewith and such holder(s)
has (have) not completed the instruction entitled "Special Payment Instruments"
and/or "Special Delivery Instructions" on this Letter of Transmittal or (b) if
such Shares are tendered for the account of an Eligible Institution. In all
other cases, all signatures on this Letter of Transmittal must be guaranteed by
an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by shareholders either if certificates are to be
forwarded herewith or if tenders are to be made pursuant to the procedure for
delivery by book-entry transfer set forth in "The Tender Offer--Procedure for
Tendering
3
<PAGE>
Shares" of the Offer to Purchase. For a shareholder validly to tender Shares,
certificates for all physically tendered Shares or any Book-Entry Confirmation
(as defined in the Offer to Purchase), as the case may be, as well as a properly
completed and duly executed Letter of Transmittal must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration Date
(as defined in the Offer to Purchase), or the tendering shareholder must comply
with the guaranteed delivery procedures set forth below and in "The Tender
Offer--Procedure for Tendering Shares" of the Offer to Purchase.
Shareholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary or complete the procedure for book-entry transfer prior to the
Expiration Date may tender their Shares by properly completing and duly
executing the Notice of Guaranteed Delivery for Shares pursuant to the
guaranteed delivery procedures set forth in "The Tender Offer--Procedure for
Tendering Shares" of the Offer to Purchase. Pursuant to such procedures,
(i) such tender must be made by or through an Eligible Institution, (ii) a
properly completed and duly executed Notice of Guaranteed Delivery for Shares
substantially in the form provided by Purchaser must be received by the
Depositary prior to the Expiration Date and (iii) the certificates (or a
book-entry transfer confirmation) representing all tendered Shares, in proper
form for transfer, in each case together with this Letter of Transmittal (or a
facsimile thereof) properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message) and any other documents required by this Letter of Transmittal are
received by the Depositary within three Nasdaq National Market trading days
after the date of execution of such Notice of Guaranteed Delivery, all as
provided in "The Tender Offer--Procedure for Tendering Shares" of the Offer to
Purchase.
THE METHOD OF DELIVERY OF CERTIFICATES FOR SHARES AND THE OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF SENT BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY ISSUED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution of
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares and for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
SIGNED schedule and attached hereto.
4. PARTIAL TENDERS. If fewer than all the Shares evidenced by any
certificate submitted 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 the
old certificate(s) will be sent to the registered holder(s), unless otherwise
provided in the appropriate box on this Letter of Transmittal, as soon as
practicable after the Expiration 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 hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more joint
holders, all such holders must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made, or certificates
for Shares not tendered or purchased are to be issued, to any person other than
the registered holder(s). Signatures on such certificates or stock powers must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person or persons other than
the registered holder(s) of the certificate(s) listed, then the certificate(s)
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name or names of the registered holder or holders
appear(s) on the
4
<PAGE>
certificates. Signatures on certificates or stock powers required by this
Instruction 5 must be guaranteed by an Eligible Institution, unless the
signature is that of an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is 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
Purchaser of their authority so to act must be submitted.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name(s) of, and/or certificates for unpurchased or untendered Shares are
to be issued to, a person(s) other than the signer(s) of this Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Shareholders tendering Shares by book-entry
transfer may request that Shares not purchased be credited to such account
maintained at the Book-Entry Transfer Facility. If no such instructions are
given, such Shares not purchased will be returned by crediting the account at
the Book-Entry Transfer Facility designated above.
7. STOCK TRANSFER TAXES. Purchaser will pay or cause to be paid any stock
transfer taxes applicable with respect to the transfer and sale of purchased
Shares to Purchaser pursuant to the Offer. If, however, payment of the purchase
price is to be made to, or if certificates for Shares not tendered or not
accepted for payment are to be registered in the name of, any person(s) other
than the registered holder(s), or if tendered certificates are registered in the
name of any person(s) other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered owner or such person(s)) payable on account of the transfer to such
person(s) will be deducted from the purchase price unless satisfactory evidence
of the payment of such taxes or exemption therefrom is submitted. Except as
provided in this Instruction 7, it will not be necessary for transfer tax stamps
to be affixed to the certificates listed in this Letter of Transmittal.
8. WAIVER OF CONDITIONS. Subject to the Merger Agreement, Purchaser
reserves the absolute right, in its sole discretion, to waive any of the
specified conditions of the Offer, in whole or in part, in the case of any
Shares tendered.
9. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Requests for assistance
may be directed to, or additional copies of the Offer to Purchase, this Letter
of Transmittal, the Notice of Guaranteed Delivery for Shares and the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 may
be obtained from, the Information Agent at its address set forth below or from
your broker, dealer, commercial bank or trust company.
10. SUBSTITUTE FORM W-9. Each tendering shareholder is required to provide
the Depositary with a correct taxpayer identification number ("TIN"), generally
the shareholder's social security or federal employer's identification number,
on Substitute Form W-9, which is provided below. You must cross out item (2) in
the Certification box on Substitute Form W-9 if you are subject to backup
withholding. Failure to provide the information on the form may subject the
tendering shareholder to 31 percent federal income tax withholding on the
payments made to the shareholder or other payee with respect to Shares purchased
pursuant to the Offer. The box in Part 3 of the form may be checked if the
tendering shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked
and the Depositary is not provided with a TIN within sixty (60) days, thereafter
the Depositary will withhold 31 percent on all such payments of the purchase
price until a TIN is provided to the Depositary.
IMPORTANT TAX INFORMATION
Under the federal tax law, a shareholder whose tendered Shares are accepted
for payment is required by law to provide the Depositary with such shareholder's
correct TIN on Substitute Form W-9 below. If such shareholder is an individual,
the TIN is his social security number. If the Depositary is not provided with
the correct TIN, the shareholder or other payee may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such shareholder or other payee with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding.
5
<PAGE>
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 shareholder must submit to the Depositary a properly completed
Internal Revenue Form W-8, signed under penalties of perjury, attesting to that
shareholder'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 instruction.
If backup withholding applies, the Depositary is required to withhold
31 percent of any payments made to the shareholder or other payee. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made to a shareholder or other
payee 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 Substitute Form W-9 is
correct (or that such shareholder is awaiting a TIN) and that (1) the
shareholder has not been notified by the Internal Revenue Service that the
shareholder is subject to backup withholding as a result of failure to report
all interest or dividends or (2) the Internal Revenue Service has notified the
shareholder that the shareholder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
NOTE: FAILURE TO COMPLETE AND RETURN SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP
WITHHOLDINGS OF 31 PERCENT 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.
THE INFORMATION AGENT FOR THE OFFER IS:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
(800) 322-2885 (toll free)
6
<PAGE>
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares
accepted for payment are to be issued in the name of someone other than the
undersigned, or if Shares delivered by book-entry transfer which are not
accepted for payment are to be returned by credit to an account maintained
at a Book-Entry Transfer Facility other than account indicated above.
Issue: / / Check / / Certificates to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
____________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for payment and/or the check for the purchase of Shares accepted
for payment are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that below.
Mail: / / Check / / Certificates to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
____________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
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SHAREHOLDER SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9)
______________________________________________________________________________
______________________________________________________________________________
SIGNATURE(S) OF SHAREHOLDER(S)
Dated: _________________________________________________________________, 2000
(Must be signed by registered holder(s) exactly as name(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted
herewith. If signature is by an officer of a corporation, attorney-in-fact,
executor, administrator, trustee, guardian or other person(s) acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
Name(s): _____________________________________________________________________
_____________________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title): ______________________
Address: _____________________________________________________________________
_____________________________________________________________________________
(ZIP CODE)
Area Code and Tel. No.: ______________________________________________________
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
Authorized
Signature: ___________________________________________________________________
Name: ________________________________________________________________________
(PLEASE PRINT)
Name of Firm: ________________________________________________________________
Address: _____________________________________________________________________
______________________________________________________________________________
(ZIP CODE)
Area Code and Tel. No.: ______________________________________________________
Dated: _______________________________________________________________________
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<PAGE>
PAYER'S NAME: LASALLE BANK, N.A.
(SEE INSTRUCTION 10)
<TABLE>
<CAPTION>
<S> <C> <C>
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SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN Social Security Number(s)
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY OR -------------------
Department of the Treasury BY SIGNING AND DATING BELOW Employer Identification Number
Internal Revenue Service
-----------------------------------------------------------------
Payer's Request for Taxpayer PART 2--
Identification Number (TIN) Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because 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 or
dividends, or the IRS has notified me that I am no longer subject to
backup withholding.
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CERTIFICATION INSTRUCTIONS--You PART 3--
must cross out item (2) above AWAITING TIN / /
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.
However, if after being
notified by the IRS that you
were subject to backup
withholding you received
another notification from the
IRS that you are no longer
subject to backup withholding,
do not cross out item (2).
SIGNATURE: -----------------
DATE: ------------------------
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</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty
(60) days, 31 percent of all reportable payments made to me thereafter will be
withheld until I provide a number.
_______________________________________________ ________________________________
<TABLE>
<S> <C>
Signature Date
</TABLE>
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