<PAGE>
Exhibit (a)(1)(B)
LETTER OF TRANSMITTAL
to
TENDER SHARES OF COMMON STOCK
(Including the Related Preferred Stock Purchase Rights)
of
CHASE INDUSTRIES INC.
at
$10.50 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 2, 2001
by
CHASE ACQUISITION CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON WEDNESDAY, JANUARY 31, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
MELLON INVESTOR SERVICES, L.L.C.
By Mail: By Hand: By Overnight Delivery:
Mellon Investor Services, Mellon Investor Services, Mellon Investors
L.L.C. L.L.C. Services, L.L.C.
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 120 Broadway, 85 Challenger Road
South Hackensack, NJ 13th Floor Mail Stop--Reorg
07606 New York, NY 10271 Ridgefield Park, NJ 07660
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OTHER THAN AS SET
FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<TABLE>
<CAPTION>
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DESCRIPTION OF SHARES TENDERED
------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (Please Shares Tendered
Fill in, if Blank, Exactly as Name(s) Appear(s) on Share (Attach Additional Signed List if
Certificate(s)) Necessary)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Number of
Shares
Represented by Number
Certificate Shares of Shares
Number(s) Certificate(s)* Tendered**
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
Total Shares
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* Need not be completed if transfer is made by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares described above are being tendered.
See Instruction 4.
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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DESCRIPTION OF RIGHTS TENDERED
-----------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (Please Rights Tendered
Fill in, if Blank, Exactly as Name(s) Appear(s) on Rights (Attach Additional Signed List if
Certificate(s)) Necessary)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Number of
Rights
Represented by Number
Certificate Rights of Rights
Number(s)+* Certificate(s)* Tendered**
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Total Rights
-----------------------------------------------------------------------------------------------------------
+ If the tendered Rights are represented by separate Rights Certificates,
complete the certificate numbers of such Rights Certificates.
Stockholders tendering Rights that are not represented by separate
certificates will need to submit an additional Letter of Transmittal if
Rights Certificates are distributed.
* Need not be completed if transfer is made by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Rights described
above are being tendered. See Instruction 4.
-----------------------------------------------------------------------------------------------------------
</TABLE>
This Letter of Transmittal is to be used either if (a) certificates for
Shares and/or Rights (each as defined below) are to be forwarded herewith or
(b) unless an Agent's Message (as defined in Instruction 2 below) is utilized,
if delivery of Shares and/or Rights is to be made by book-entry transfer to an
account maintained by the Depositary (as defined below) at the Book-Entry
Transfer Facility (as defined in and pursuant to the procedures set forth in
"THE TENDER OFFER--Procedures for Accepting the Offer and Tendering Shares and
Rights" of the Offer to Purchase).
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
IF ANY OF THE CERTIFICATES REPRESENTING SHARES OR RIGHTS THAT YOU OWN HAVE
BEEN LOST OR DESTROYED SEE INSTRUCTION 11.
Holders of Shares are required to tender one Right (as defined below) for
each Share tendered to effect a valid tender of such Share. Unless and until
the Distribution Date (as defined in the Offer to Purchase) occurs, the Rights
are represented by and transferred with the Shares. Accordingly, if the
Distribution Date does not occur prior to the Expiration Date of the Offer, a
tender of Shares also constitutes a tender of the related Rights. If, however,
pursuant to the Rights Agreement (as defined below) or otherwise, the
Distribution Date does occur and separate certificates ("Rights Certificates")
have been distributed by the Company (as defined below) to holders of Shares
prior to the date of tender pursuant to the Offer (as defined below), Rights
Certificates representing a number of Rights equal to the number of Shares
being tendered must be delivered to the Depositary in order for such Shares to
be validly tendered, or if available, a Book-Entry Confirmation must be
received with respect thereto. If the Distribution Date has occurred and Rights
Certificates have not been distributed prior to the time Shares are tendered
pursuant to the Offer, a tender of Shares without Rights constitutes an
agreement by the tendering stockholder to deliver Rights Certificates
representing a number of Rights equal to the number of Shares tendered pursuant
to the Offer to the Depositary within a period ending on the later of (1) three
NYSE trading days after the date of execution of the Notice of Guaranteed
Delivery and (2) three business days after the date such Rights Certificates
are distributed. An "NYSE trading day" is a day on which the New York Stock
Exchange is open for business. The Purchaser reserves the right to require that
it receive such Rights Certificates, or a Book-Entry Confirmation, if
available, prior to accepting Shares for payment. Payment for Shares tendered
and purchased pursuant to the Offer will be made only after timely receipt by
the Depositary of, among other things, Rights Certificates, if such
certificates have been distributed to holders of Shares. The Purchaser will not
pay any additional consideration for the Rights tendered pursuant to the Offer.
<PAGE>
Holders whose certificates for Shares ("Share Certificates") and, if
applicable, Rights Certificates are not immediately available (including if the
Distribution Date has occurred but Rights Certificates have not yet been
distributed by the Company) or who cannot deliver either the certificates for,
or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect
to, their Shares and/or Rights, and all other documents required hereby to the
Depositary prior to the Expiration Date (as defined in the Offer to Purchase)
must tender their Shares and Rights in accordance with the guaranteed delivery
procedures set forth in "THE TENDER OFFER--Procedures for Accepting the Offer
and Tendering Shares and Rights" of the Offer to Purchase. See Instruction 2.
[_] CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS
IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution ______________________________________________
Account Number at Book-Entry Transfer Facility _____________________________
Transaction Code Number ____________________________________________________
[_] CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY (AS DEFINED IN THE OFFER TO PURCHASE)
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 that Guaranteed Delivery _______________________________
If delivered by Book-Entry Transfer check box: [_]
Name of Tendering Institution ______________________________________________
Account Number at Book-Entry Transfer Facility _____________________________
Transaction Code Number ____________________________________________________
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Chase Acquisition Corporation, a Delaware
corporation (the "Purchaser") and a majority-owned subsidiary of Court Square
Capital Limited, a Delaware corporation ("Court Square"), (1) the above-
described shares of common stock, par value $0.01 per share (the "Shares"), of
Chase Industries Inc., a Delaware corporation (the "Company"), and (2) the
related rights to purchase shares of Junior Participating Preferred Stock of
the Company (the "Rights") issued pursuant to the Rights Agreement for such
Rights, by and between the Company and Mellon Investor Services LLC, as Rights
Agent (as amended from time to time, the "Rights Agreement"), at a price of
$10.50 per Share, net to the seller in cash, without interest thereon (the
"Offer Price") upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase dated January 2, 2001 (the "Offer to Purchase")
and this Letter of Transmittal (which, together with any amendments or
supplements thereto or hereto, collectively constitute the "Offer"), receipt of
which is hereby acknowledged. Unless the context otherwise requires, all
references to the Shares shall be deemed to include the related Rights, and all
references to the Rights include the benefits that may inure to holders of the
Rights pursuant to the Rights Agreement.
Upon the terms of the Offer, subject to, and effective upon, acceptance for
payment of, and payment for, the Shares and Rights tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to, or upon the order of, the Purchaser all right, title and
interest in and to all the Shares and Rights that are being tendered hereby
(and any and all other Shares or other securities or rights issued or issuable
in respect thereof on or after December 15, 2000) and irrevocably constitutes
and appoints Mellon Investor Services, L.L.C. (the "Depositary"), the true and
lawful agent and attorney-in-fact of the undersigned, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to the full extent of the undersigned's rights with
respect to such Shares and Rights (and any such other Shares or securities or
rights), (a) to deliver certificates for such Shares and Rights (and any such
other Shares or securities or rights) or transfer ownership of such Shares and
Rights (and any such other Shares or securities or rights) on the account books
maintained by the Book-Entry Transfer Facility together, in any such case, with
all accompanying evidences of transfer and authenticity to, or upon the order
of, the Purchaser, (b) to present such Shares and Rights (and any such other
Shares or securities or rights) for transfer on the Company's books and (c) to
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares and Rights (and any such other Shares or securities or rights),
all in accordance with the terms of the Offer.
The undersigned understands that, unless the Rights are redeemed prior to the
expiration of the Offer, stockholders will be required to tender one Right for
each Share tendered in order to effect a valid tender of such Share. The
undersigned understands that if the Distribution Date has occurred and Rights
Certificates have been distributed to holders of Shares prior to the date of
tender pursuant to the Offer, Rights Certificates representing a number of
Rights equal to the number of Shares being tendered herewith must be delivered
to the Depositary or, if available, a Book-Entry Confirmation must be received
by the Depositary with respect thereto. If the Distribution Date has occurred
and Rights Certificates have not been distributed prior to the time Shares are
tendered herewith, the undersigned agrees hereby to deliver Rights Certificates
representing a number of Rights equal to the number of Shares tendered herewith
to the Depositary within a period ending on the later of (1) three NYSE trading
days after the date of execution of the Notice of Guaranteed Delivery and (2)
three business days after the date such Rights Certificates are distributed.
The Purchaser reserves the right to require that the Depositary receive such
Rights Certificates, or a Book-Entry Confirmation, if available, with respect
to such Rights prior to accepting Shares for payment. Payment for Shares
tendered and accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of, among other things, Rights Certificates if
such certificates have been distributed to holders of Shares. The Purchaser
will not pay any additional consideration for the Rights tendered pursuant to
the Offer.
<PAGE>
If, on or after December 15, 2000, the Company declares or pays any cash
dividend on the Shares or other distribution on the Shares, or issues with
respect to the Shares any additional Shares, shares of any other class of
capital stock, other than voting securities or any securities convertible into,
or rights, warrants or options, conditional or otherwise, to acquire any of the
foregoing, payable or distributable to stockholders of record on a date prior
to the transfer of the Shares purchased pursuant to the Offer to the Purchaser
or its nominee or transferee on the Company's stock transfer records, then,
subject to the provisions contained in "THE TENDER OFFER--Certain Conditions to
the Offer" of the Offer to Purchase, (1) the Offer Price may, in the sole
discretion of the Purchaser, be reduced by the amount of any such cash
dividends or cash distributions and (2) the whole of any such noncash dividend,
distribution or issuance to be received by the tendering stockholders will (a)
be received and held by the tendering stockholders for the account of the
Purchaser and will be required to be promptly remitted and transferred by each
tendering stockholder to the Depositary for the account of the Purchaser,
accompanied by appropriate documentation of transfer or (b) at the direction of
the Purchaser, be exercised for the benefit of the Purchaser, in which case the
proceeds of such exercise will promptly be remitted to the Purchaser. Pending
such remittance and subject to applicable law, the Purchaser will be entitled
to all rights and privileges as owner of any such noncash dividend,
distribution, issuance or proceeds and may withhold the entire Offer Price or
deduct from the Offer Price the amount or value thereof, as determined by the
Purchaser in its sole discretion.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the tendered Shares
and Rights (and any and all other Shares or other securities or rights issued
or issuable in respect thereof on or after December 15, 2000) and, when the
same are accepted for payment by the Purchaser, the Purchaser will acquire good
title thereto, free and clear of all liens, restrictions, claims and
encumbrances and the same will not be subject to any adverse claim. The
undersigned will, upon request, execute any additional documents deemed by the
Depositary or the Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the tendered Shares and Rights (and any such other
Shares or other securities or rights).
All authority conferred or agreed to be conferred pursuant to this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Shares and Rights
pursuant to any of the procedures described in contained in "THE TENDER OFFER--
Procedures for Accepting the Offer and Tendering Shares and Rights" of the
Offer to Purchase and in the Instructions hereto will constitute a binding
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions of the Offer. 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 and Rights tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered" and
"Description of Rights Tendered." Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for the purchase price
and/or return any certificates for Shares or Rights not tendered or accepted
for payment (and accompanying documents, as appropriate) to the address(es) of
the registered holder(s) appearing under "Description of Shares Tendered" and
"Description of Rights Tendered." In the event that both the "Special Delivery
Instructions" and the "Special Payment Instructions" are completed, please
issue the check for the purchase price and/or return any certificates for
Shares or Rights not tendered or accepted for payment (and any accompanying
documents, as appropriate) in the name of, and deliver such check and/or return
such certificates (and any accompanying documents, as appropriate) to, the
person or persons so indicated. Please credit any Shares or Rights tendered
herewith by book-entry transfer that are not accepted for payment by crediting
the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that the Purchaser has no obligation pursuant to the
"Special Payment Instructions" to transfer any Shares or Rights from the name
of the registered holder thereof if the Purchaser does not accept for payment
any of the Shares or Rights so tendered.
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cates for Shares and/or Rights cates for Shares and/or Rights
not tendered or not accepted for not tendered or not accepted for
payment and/or the check for the payment and/or the check for the
purchase price of Shares and/or purchase price of Shares and/or
Rights accepted for payment Rights accepted for payment
are/is to be issued in the name are/is to be sent to someone
of someone other than the other than the undersigned or to
undersigned. the undersigned at an address
other than that above.
Issue [_] Check Mail [_] Check
[_] Certificate(s) to: [_] Certificate(s) to:
Name _____________________________ Name _____________________________
(Please Print) (Please Print)
Address __________________________ Address __________________________
__________________________________ __________________________________
__________________________________ __________________________________
(Include Zip Code) (Include Zip Code)
__________________________________ __________________________________
(Employer Identification or (Employer Identification or
Social Security Number) Social Security Number)
<PAGE>
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 ON THE OTHER SIDE OF THIS FORM)
------------------------------------------------------------------------------
(Signature(s) of Holder(s))
Dated ________________
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Shares and Rights 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 trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or others
acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 5.)
Name(s) ______________________________________________________________________
------------------------------------------------------------------------------
(Please Print)
Capacity (Full Title) ________________________________________________________
Address ______________________________________________________________________
------------------------------------------------------------------------------
(Include Zip Code)
Daytime Area Code and Telephone No. __________________________________________
Employer Identification or Social Security No. _______________________________
(See Substitute Form W-9)
Guarantee of Signature(s)
(If Required--See Instructions 1 and 5)
Authorized Signature _________________________________________________________
Name _________________________________________________________________________
(Please Print)
Title ________________________________________________________________________
Name of Firm _________________________________________________________________
Address ______________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone No. __________________________________________
Dated ________________
<PAGE>
PAYER'S NAME MELLON INVESTOR SERVICES, L.L.C.
-------------------------------------------------------------------------------
Part 1: PLEASE PROVIDE YOUR Enter your Social
SUBSTITUTE TIN OR SSN IN THE BOX AT Security or employer ID
RIGHT AND CERTIFY BY number here
Form W-9 SIGNING AND DATING BELOW.
Department of ----------------------
the Treasury --------------------------------------------------------
Internal Part 2: Check this 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 have not been notified that you are subject
to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no
longer subject to backup withholding.
Part 3: Check here, if awaiting TIN.
Payer's Request for
Taxpayer CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I
Identification Number CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS
(TIN) TRUE, CORRECT AND COMPLETE.
SIGNATURE _________________________ DATE ____________
-------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number to the Depositary, 31% percent of all
reportable payments made to me will be withheld, but will be refunded to me if
I provide a certified Taxpayer Identification Number within 60 days.
SIGNATURE ______________________________ DATE _____________________
--------------------------------------------------------------------------------
<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 if (1) this Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this Instruction, includes any
participant in the Book-Entry Transfer Facility's systems whose name appears on
a security position listing as the owner of such Shares or Rights) of Shares or
Rights tendered herewith and such registered holder has not completed either
the box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" on this Letter of Transmittal or (2) such Shares and/or
Rights are tendered for the account of a financial institution (including most
commercial banks, savings and loan associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program (such participant, an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by
stockholders either if (a) Share Certificates and/or Rights Certificates are to
be forwarded herewith or (b) unless an Agent's Message (as defined below) is
utilized, if delivery of Shares and/or Rights (if available) is to be made
pursuant to the procedures for book-entry transfer set forth in contained in
"THE TENDER OFFER--Procedures for Accepting the Offer and Tendering Shares and
Rights" of the Offer to Purchase. For a holder validly to tender Shares or
Rights pursuant to the Offer, either (1) on or prior to the Expiration Date,
(a) Share Certificates representing tendered Shares and, prior to the
Distribution Date, Rights, must be received by the Depositary at one of its
addresses set forth herein, or such Shares and Rights must be tendered pursuant
to the book-entry transfer procedures set forth in "THE TENDER OFFER--
Procedures for Accepting the Offer and Tendering Shares and Rights" of the
Offer to Purchase and a Book-Entry Confirmation (as defined in the Offer to
Purchase) must be received by the Depositary, (b) this Letter of Transmittal
(or a facsimile hereof), properly completed and duly executed, together with
any required signature guarantees, or an Agent's Message in connection with a
book-entry transfer of Shares and/or Rights, must be received by the Depositary
at one of such addresses and (c) any other documents required by this Letter of
Transmittal must be received by the Depositary at one of such addresses or (2)
the tendering stockholder must comply with the guaranteed delivery procedures
set forth below and in "THE TENDER OFFER--Procedures for Accepting the Offer
and Tendering Shares and Rights" of the Offer to Purchase. If a Distribution
Date has occurred, Rights Certificates, or Book-Entry Confirmation of a
transfer of Rights into the Depositary's account at the Book-Entry Transfer
Facility, if available (together with, if Rights are forwarded separately from
Shares, a properly completed and duly executed Letter of Transmittal with any
required signature guarantee, or an Agent's Message in the case of a book-entry
delivery, and any other documents required by this Letter of Transmittal), must
be received by the Depositary at one of its addresses set forth herein prior to
the Expiration Date or, if later, within three business days after the date on
which such Rights Certificates are distributed.
"Agent's Message" means a message transmitted by the Book-Entry Transfer
Facility to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation, that states that the Book-Entry Transfer Facility has received an
express acknowledgment from the participant in the Book-Entry Transfer Facility
tendering the Shares or Rights that such participant has received and agrees to
be bound by the terms of this Letter of Transmittal and that the Purchaser may
enforce such agreement against such participant.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, RIGHTS CERTIFICATES (IF
APPLICABLE) THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION
AND SOLE RISK OF THE TENDERING STOCKHOLDER. SHARES AND RIGHTS WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,
REGISTERED MAIL, WITH RETURN RECEIPT REQUESTED, 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 or Rights will be purchased. All tendering holders, by
execution of this Letter of Transmittal (or a facsimile thereof), waive any
right to receive any notice of the acceptance of their Shares and Rights for
payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares or Rights should be listed on a
separate schedule attached hereto.
<PAGE>
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares or Rights evidenced by any certificate
submitted are to be tendered, fill in the number of Shares and Rights that are
to be tendered in the box entitled "Number of Shares Tendered" and "Number of
Rights Tendered." In any such case, new certificate(s) for the remainder of the
Shares or Rights that were evidenced by the old certificate(s) will be sent to
the registered holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as soon as practicable after the acceptance for payment
of, and payment for, the Shares and Rights tendered herewith. All Shares and
Rights represented by certificates delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder of the Shares and
Rights tendered hereby, the signature must correspond with the name as written
on the face of the certificate(s) without any change whatsoever.
If any of the Shares or Rights tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares or Rights are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and proper evidence satisfactory
to the Purchaser of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of the
Shares or Rights listed and transmitted hereby, no endorsements of certificates
or separate stock powers are required with respect to such Shares or Rights
unless payment is to be made to, or certificates for Shares or Rights not
tendered or accepted for payment are to be issued to, a person other than the
registered holder(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If the certificates for Shares or Rights are registered in the name of a
person other than the signer of this Letter of Transmittal, or if payment is to
be made or certificates for Shares or Rights not tendered or not accepted for
payment are to be returned to a person other than the registered holder of the
certificates surrendered, the tendered certificates 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 on the certificates,
with the signatures on the certificates or stock powers guaranteed as
aforesaid. See Instruction 1.
6. STOCK TRANSFER TAXES. The Purchaser will pay any stock transfer taxes with
respect to the transfer and sale of Shares and Rights to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be made
to, or if certificates for Shares and/or Rights not tendered or 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 holder(s)
or such person(s)) payable on account of the transfer to such person(s) will be
deducted from the purchase price unless satisfactory evidence of the payment of
such taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in
the name of, and/or certificates for Shares or Rights not accepted for payment
are to be returned to, a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to a person other than the signer of this Letter of Transmittal or to
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed.
8. WAIVER OF CONDITIONS. The Purchaser reserves the absolute right in its
sole discretion to waive any of the specified conditions of the Offer, in whole
or in part, at any time and from time to time, in the case of any Shares or
Rights tendered.
<PAGE>
9. 31% BACKUP WITHHOLDING. In order to avoid backup withholding of U.S.
federal income tax on payments of cash pursuant to the Offer, a stockholder
surrendering Shares and/or Rights in the Offer must, unless an exemption
applies, provide the Depositary with such stockholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 in this Letter of
Transmittal and certify under penalties of perjury that such TIN is correct and
that such stockholder is not subject to backup withholding. If a stockholder
does not provide such stockholder's correct TIN or fails to provide the
certifications described above, the Internal Revenue Service (the "IRS") may
impose a penalty on such stockholder and payment of cash to such stockholder
pursuant to the Offer may be subject to backup withholding of 31%. All
stockholders surrendering Shares and/or Rights pursuant to the Offer should
complete and sign the main signature form and the Substitute Form W-9 to
provide the information and certification necessary to avoid backup withholding
(unless an applicable exemption exists and is proved in a manner satisfactory
to the Purchaser and the Depositary).
Backup withholding is not an additional tax. Rather, the amount of the backup
withholding can be credited against the U.S. federal income tax liability of
the person subject to the backup withholding, provided that the required
information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the stockholder upon filing an
income tax return.
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares and Rights. If the Shares or Rights are held in more than one name or
are not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the Depositary within 60 days.
Certain stockholders (including, among others, all corporations, individual
retirement accounts and certain foreign individuals and entities) are not
subject to backup withholding. Noncorporate foreign stockholders should
complete and sign the main signature form and a Form W-8, Certificate of
Foreign Status, a copy of which may be obtained from the Depositary, in order
to avoid backup withholding. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for more instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance may be directed to D. F. King & Co., Inc. (the "Information Agent")
or to at its address listed below. Additional copies of the Offer to Purchase,
this Letter of Transmittal, the Notice of Guaranteed Delivery and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be obtained from the Information Agent or from brokers, dealers,
banks, trust companies or other nominees.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing
Shares or Rights has been lost, destroyed or stolen, the stockholder should
promptly notify the transfer agent for the Shares, Mellon Investor Services, at
(800) 522-6645. The holder will then be instructed as to the steps that must be
taken in order to replace the certificate. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost
or destroyed certificates have been followed.
IMPORTANT: IN ORDER FOR SHARES TO BE VALIDLY TENDERED PURSUANT TO THE OFFER,
(1) ON OR PRIOR TO THE EXPIRATION DATE (A) THIS LETTER OF TRANSMITTAL (OR A
FACSIMILE HEREOF), PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY
REQUIRED SIGNATURE GUARANTEES, MUST BE RECEIVED BY THE DEPOSITARY, OR IN THE
CASE OF A BOOK-ENTRY TRANSFER OF SHARES, AN AGENT'S MESSAGE MUST BE RECEIVED BY
THE DEPOSITARY, (B) ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL
MUST BE RECEIVED BY THE DEPOSITARY AND (C) EITHER SHARE CERTIFICATES
REPRESENTING TENDERED SHARES AND, PRIOR TO THE DISTRIBUTION DATE, RIGHTS, AND
AFTER THE DISTRIBUTION DATE, RIGHTS CERTIFICATES, MUST BE RECEIVED BY THE
DEPOSITARY OR SUCH SHARES AND RIGHTS MUST BE DELIVERED PURSUANT TO THE
PROCEDURES FOR BOOK-ENTRY TRANSFER AND A BOOK-ENTRY CONFIRMATION MUST BE
RECEIVED BY THE DEPOSITARY, OR (2) THE TENDERING STOCKHOLDER MUST COMPLY WITH
THE PROCEDURES FOR GUARANTEED DELIVERY.
<PAGE>
THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF) PROPERLY COMPLETED AND
DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, CERTIFICATES
FOR SHARES AND/OR RIGHTS ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR
DELIVERED BY EACH STOCKHOLDER OF THE COMPANY OR SUCH STOCKHOLDER'S BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT
ONE OF ITS ADDRESSES SET FORTH BELOW.
<TABLE>
<CAPTION>
The Depositary for the Offer is:
MELLON INVESTOR SERVICES, L.L.C.
<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
Mellon Investor Services, L.L.C. Mellon Investor Services, L.L.C. Mellon Investors Services, L.L.C.
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 120 Broadway 85 Challenger Road
South Hackensack, NJ 07606 13th Floor Mail Stop--Reorg
New York, NY 10271 Ridgefield Park, NJ 07660
</TABLE>
Questions and requests for assistance may be directed to the Information
Agent at its address set forth below. Additional copies of the Offer to
Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be obtained from the Information Agent. You may also contact your broker,
dealer, bank, trust company or other nominee for assistance concerning the
Offer.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 431-9629
