<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1999
File No. 005-48641
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 1)
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
J. RAY MCDERMOTT, S.A.
(Name of Subject Company)
MCDERMOTT INTERNATIONAL, INC.
MCDERMOTT ACQUISITION COMPANY, INC.
a wholly-owned subsidiary of
MCDERMOTT INTERNATIONAL, INC.
(Bidder)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
P 64658 10 0
(Cusip Number)
S. Wayne Murphy
McDermott International, Inc.
1450 Poydras Street
New Orleans, LA 70161
Telephone: (504) 587-5400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies to:
Christopher Mayer R. Joel Swanson
Davis Polk & Wardwell Baker & Botts, L.L.P.
450 Lexington Avenue One Shell Plaza
New York, New York 10017 Houston, Texas 77002-4995
Telephone: (212) 450-4000 Telephone: (713) 229-1234
<PAGE>
This Amendment No. 1 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally filed on May
13, 1999 by McDermott International, Inc., a Panama corporation ("Parent"), and
McDermott Acquisition Company, Inc., a Panama corporation ("Purchaser") and a
wholly-owned subsidiary of Parent, relating to the offer by Purchaser to
purchase all outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of J. Ray McDermott, S.A. (the "Company") (other than Shares
beneficially owned by Parent) at a price of $35.62 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 13, 1999 and in the related Letter of Transmittal.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule 14D-1.
The item of the Schedule 14D-1 set forth below is hereby amended as follows:
Item 11. Material to be Filed as Exhibits.
Exhibit (a)(2) "Letter of Transmittal" is hereby amended and restated in its
entirety.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
May 13, 1999 MCDERMOTT ACQUISITION COMPANY, INC.
By: /s/ Daniel R. Gaubert
--------------------------------
Name: Daniel R. Gaubert
Title: Treasurer
MCDERMOTT INTERNATIONAL, INC.
By: /s/ S. Wayne Murphy
--------------------------------
Name: S. Wayne Murphy
Title: Senior Vice President,
General Counsel and
Corporate Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No.
(a)(2) Letter of Transmittal.
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
J. RAY MCDERMOTT, S.A.
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 13, 1999
OF
MCDERMOTT ACQUISITION COMPANY, INC.
A WHOLLY-OWNED SUBSIDIARY OF
MCDERMOTT INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON THURSDAY, JUNE 10, 1999, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: BY OVERNIGHT COURIER:
Corporate Actions CORPORATE ACTIONS
SUITE 4660 SUITE 4680
POST OFFICE BOX 2569 14 WALL STREET
JERSEY CITY, NJ 07303-2569 MAIL SUITE 4680
NEW YORK, NY 10005
BY HAND:
C/O SECURITIES TRANSFER AND
REPORTING SERVICES, INC.
ATTN: CORPORATE ACTIONS
100 WILLIAM STREET, GALLERIA
NEW YORK, NY 10038
----------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
DESCRIPTION OF SHARES TENDERED
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) Shares Tendered
(Please fill in, if blank) (Attach additional list if necessary)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Certificate Total Number of Shares Number of
Number(s)* Represented by Shares
Certificate(s)* Tendered**
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
TOTAL SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented
by any certificates delivered to the Depositary are being tendered. See
Instruction 4.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used either if certificates for Shares
(as defined below) are to be forwarded herewith or if delivery of Shares is to
be made by book-entry transfer to the Depositary's account at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to the book-entry
transfer procedure described under "Procedures for Accepting the Offer and
Tendering Shares" in the Offer to Purchase (as defined below). DELIVERY OF
DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY
TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Shareholders whose certificates evidencing Shares ("Share Certificates") are
not immediately available or who cannot deliver their Share Certificates and all
other documents required hereby to the Depositary prior to the Expiration Date
(as defined in the Offer to Purchase) or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis and who wish to tender their
Shares must do so pursuant to the guaranteed delivery procedure described under
"Procedures for Accepting the Offer and Tendering Shares" in the Offer to
Purchase. See Instruction 2.
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
--------------------------------------------
Account No. at The Depository Trust Company
----------------------------------
Transaction Code No.
---------------------------------------------------------
[_] 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 Shareholder(s)
------------------------------------
Date of Execution of Notice of Guaranteed Delivery
----------------------
Name of Institution which Guaranteed Delivery
---------------------------
If delivery is by book-entry transfer:
Name of Tendering Institution
-----------------------------------------
Account No. at The Depository Trust Company
----------------------------------
<PAGE>
Transaction Code No.
---------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
3
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to McDermott Acquisition Company, Inc., a
Panama corporation (the "Purchaser") and a wholly-owned subsidiary of McDermott
International, Inc. ("Parent"), the above-described shares of common stock, par
value $0.01 per share (the "Shares"), of J. Ray McDermott, S.A., a Panama
corporation (the "Company"), upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase dated May 13, 1999 (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. The undersigned understands that Purchaser
reserves the right to transfer or assign, in whole or from time to time in part,
to one or more of its affiliates, the right to purchase all or any portion of
the Shares tendered pursuant to the Offer.
Upon the terms and subject to the terms and conditions of the Offer and
effective upon acceptance for payment of and payment for the Shares tendered
herewith, the undersigned hereby sells, assigns and transfers to or upon the
order of the Purchaser all right, title and interest in and to all the Shares
that are being tendered hereby (and any and all other Shares or other securities
issued or issuable in respect thereof on or after May 7, 1999) and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and all such other Shares or securities), with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to (a) deliver Share Certificates (and all such
other Shares or securities), or transfer ownership of such Shares (and all such
other Shares or securities) 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) present
such Shares (and all such other Shares or securities) for transfer on the books
of the Company and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and all such other Shares or securities),
all in accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints Roger E. Tetrault, Daniel R.
Gaubert and S. Wayne Murphy and each of them, as the attorneys and proxies of
the undersigned, each with full power of substitution, to exercise all voting
and other rights of the undersigned in such manner as each such attorney and
proxy or his substitute shall in his sole discretion deem proper, with respect
to all of the Shares tendered hereby which have been accepted for payment by the
Purchaser prior to the time of any vote or other action (and any and all other
Shares or other securities issued or issuable in respect thereof on or after
May 7, 1999), at any meeting of shareholders of the Company (whether annual or
special and whether or not an adjourned meeting), by written consent or
otherwise. This proxy is irrevocable and is granted in consideration of, and is
effective upon, the acceptance for payment of such Shares by the Purchaser in
accordance with the terms of the Offer. Such acceptance for payment shall
revoke any other proxy or written consent granted by the undersigned at any time
with respect to such Shares (and all such other Shares or securities), and no
subsequent proxies will be given or written consents will be executed by the
undersigned (and if given or executed, will not be deemed to be effective).
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 other Shares or other securities issued or issuable in
respect thereof on or after May 7, 1999) and that when the same are accepted for
payment by the Purchaser, the Purchaser will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claims. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Depositary or the Purchaser
to be necessary or desirable to complete the sale, assignment and transfer of
the Shares tendered hereby (and all such other Shares or securities).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the Offer to Purchase under "Procedure for Accepting
the Offer and Tendering Shares" and in the instructions hereto will constitute
an agreement between the undersigned and the Purchaser upon the terms and
subject to the conditions of the Offer.
4
<PAGE>
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions", please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing Shares not purchased or
not tendered in the name(s) of the registered holder(s) appearing above under
"Description of Shares Tendered". Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions", please mail the check for the
purchase price of all Shares purchased and all Share Certificates evidencing
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above
under "Description of Shares Tendered". In the event that the boxes entitled
"Special Payment Instructions" and "Special Delivery Instructions" are both
completed, please issue the check for the purchase price of all Shares purchased
and return all Share Certificates evidencing Shares not purchased or not
tendered in the name(s) of, and mail such check and Share Certificates to, the
person(s) so indicated. Unless otherwise indicated herein in the box entitled
"Special Payment Instructions", please credit any Shares tendered hereby and
delivered by book-entry transfer, but which are not purchased by crediting the
account at the Book-Entry Transfer Facility. The undersigned recognizes that
Purchaser has no obligation, pursuant to the "Special Payment Instructions," to
transfer any Shares from the name of the registered holder(s) thereof if
Purchaser does not purchase any of the Shares tendered hereby.
5
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) (SEE INSTRUCTIONS 6, 7 AND 8)
<S> <C> <C>
To be completed ONLY if the check for the purchase To be completed ONLY if the check for the purchase
price of Shares purchased (less the amount of any price of Shares purchased (less the amount of any
applicable withholding tax) or Share Certificates applicable withholding tax) or Share Certificates not
not tendered or not purchased are to be issued in tendered or not purchased are to be mailed to someone
the name of someone other than the undersigned. other than the undersigned or to the undersigned at an
address other than that shown below the undersigned's
signature(s).
--------------------------------
Issue [_] check Mail [_] check
[_] certificates to: [_] certificates to:
-------------------------------- --------------------------------
Name(s) Name(s)
-------------------------------- --------------------------------
(Please Print) (Please Print)
-------------------------------- --------------------------------
-------------------------------- --------------------------------
Address Address
-------------------------------- --------------------------------
(Zip Code) (Zip Code)
(Taxpayer Identification No.)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
-------------------------------------------
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
Signature(s) of Owners
Dated , 1999
-------------------------------------------
Name(s)
-----------------------------------------
(Please Print)
Capacity (full title)
----------------------------
Address
------------------------------------------
(Include Zip Code)
Daytime Area Code and
Telephone Number
---------------------------------
(Must be signed by registered holder(s) exactly as name(s)
appear(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 a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other
person acting in a fiduciary or representative capacity,
please set forth full title and see Instruction 5.)
GUARANTEE OF SIGNATURES(S)
(IF REQUIRED; SEE INSTRUCTIONS 1 AND 5)
Name of Firm
------------------------------------
Authorized Signature
-----------------------------
Dated , 1999
--------------------------------------
7
<PAGE>
PAYER: FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART I TAXPAYER IDENTIFICATION NO.__ FOR ALL ACCOUNTS PART II For Payees Exempt
FORM W-9 ---------------------------------------------------------------------- From Backup With-
DEPARTMENT OF THE TREASURY Enter your taxpayer identification ------------------------------ holding (see enclosed
number in the appropriate box. Guidelines)
INTERNAL REVENUE SERVICE For individuals and sole proprietors, ------------------------------
this is your Social Security Number. Social Security Number
For other entities, it is your
PAYER'S REQUEST FOR Employer Identification Number. OR
TAXPAYER IDENTIFICATION NO. If you do not have a number, see
"How to Obtain a TIN" in the ------------------------------
enclosed Guidelines.
Note: If the account is in more than ------------------------------
one name, see the chart in the Employer Identification Number
enclosed Guidelines to determine
what number to enter.
- ---------------------------------------------------------------------------------------------------------------------------------
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
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 (60) days, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number;
(2) I am not subject to backup withholding either 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; and
(3) Any information provided on this form is true, correct and complete.
- ---------------------------------------------------------------------------------------------------------------------------------
SIGNATURE DATE , 1999
------------------------------------------------ ------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
</TABLE>
8
<PAGE>
INSTRUCTIONS
FORMING PART OF THE 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 firm which is a
member of a recognized Medallion Program approved by The Securities Transfer
Associations, Inc. (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 the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Shares)
tendered herewith and such holder(s) have not completed the instruction entitled
"Special Payment Instructions" on this Letter of Transmittal or (b) if such
Shares are tendered for the account of an Eligible Institution. See
Instruction 5.
2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal
is to be used either if Share Certificates are to be forwarded herewith or if
delivery of Shares is to be made by book-entry transfer pursuant to the
procedures set forth in "Procedure for Accepting the Offer and Tendering Shares"
in the Offer to Purchase. Share Certificates evidencing all physically delivered
Shares, or a confirmation of a book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof or, in the case of a book-entry transfer, an Agent's Message)
and any other documents required by this Letter of Transmittal, must be received
by the Depositary at one of its addresses set forth on the front page of this
Letter of Transmittal by the Expiration Date (as defined in the Offer to
Purchase). Shareholders whose Share Certificates are not immediately available,
who cannot deliver their Share Certificates and all other required documents to
the Depositary prior to the Expiration Date or who cannot complete the procedure
for delivery by book-entry transfer on a timely basis may tender their Shares
pursuant to the guaranteed delivery procedure described under "Procedures for
Accepting the Offer and Tendering Shares" in the Offer to Purchase. Pursuant to
such procedure: (a) such tender must be made by or through an Eligible
Institution, (b) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Purchaser, must be received
by the Depositary by the Expiration Date and (c) the Share Certificates
evidencing all physically delivered Shares, or a confirmation of a book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility of
all Shares delivered electronically, in each case together with a Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Depositary within three New York
Stock Exchange, Inc. trading days after the date of execution of such Notice of
Guaranteed Delivery, all as described under "Procedures for Accepting the Offer
and Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL
BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal
(or facsimile thereof), the tendering shareholder waives any right to receive
any notice of the acceptance for payment of their Shares.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Share Certificate numbers, the number of
Shares evidenced by such Share Certificates and the number of Shares tendered
should be listed on a separate schedule and attached hereto.
4. Partial Tenders (not applicable to shareholders who tender by book-entry
transfer). If fewer than all the Shares evidenced by any Share Certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered". In such cases, new Share
9
<PAGE>
Certificate(s) evidencing the remainder of the Shares that were evidenced by the
Share Certificates delivered to the Depositary herewith will be sent to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
box entitled "Special Delivery Instructions" on the reverse hereof, as soon as
practicable after the expiration or termination of the Offer. All Shares
evidenced by Share 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 Share Certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required, unless payment is to be made to, or Share Certificates
evidencing Shares not tendered or not purchased are to be issued in the name of,
a person other than the registered holder(s), in which case, the Share
Certificate(s) evidencing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s). Signatures on such
Share Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or Share
Certificate(s) evidencing Shares not tendered or not purchased are to be issued
in the name of, a person other than the registered holder(s), the amount of any
stock transfer taxes (whether imposed on the registered holder(s), such other
person or otherwise) payable on account of the transfer to such other person
will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to Purchaser 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 SHARE CERTIFICATES EVIDENCING THE
SHARES TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares tendered hereby is to be issued, or Share Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name of
a person other than the person(s) signing this Letter of Transmittal or if such
check or any such Share Certificate is to be sent to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Shares Tendered," the appropriate boxes on this Letter
of Transmittal must be completed. All such Shares tendered hereby by book-entry
transfer and not purchased will be returned by crediting the account at the
Book-Entry Transfer Facility from which such Shares were delivered.
10
<PAGE>
8. Substitute Form W-9. Under the federal income tax laws, the Depositary
will be required to withhold 31% of the amount of any payments made to certain
shareholders pursuant to the Offer. In order to avoid such backup withholding,
each tendering shareholder, and, if applicable, each other payee, must provide
the Depositary with such shareholder's or payee's correct taxpayer
identification number and certify that such shareholder or payee is not subject
to backup withholding by completing the Substitute Form W-9 set forth above. In
general, if a shareholder or payee is an individual, the taxpayer identification
number is the Social Security Number of such individual. If the Depositary is
not provided with the correct taxpayer identification number, the shareholder or
payee may be subject to a $50 penalty imposed by the Internal Revenue Service.
Certain shareholders or payees (including, among others, all corporations) are
not subject to these backup withholding and reporting requirements. In order to
satisfy the Depositary that a shareholder or payee qualifies as an exempt
recipient, such shareholder or payee must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status. For further
information concerning backup withholding and instructions for completing the
Substitute Form W-9 (including how to obtain a taxpayer identification number if
you do not have one, and how to complete the Substitute Form W-9 if Shares are
held in more than one name), consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9. Shareholders who are
non-resident aliens or foreign entities not subject to backup withholding must
complete a Form W-8BEN (Certificate of Foreign Status) (and not a Substitute
Form W-9) and give the Depositary a completed Form W-8BEN prior to the receipt
of any payments to avoid backup withholding. Such Form W-8BEN may be obtained
from the Depositary.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares or Share Certificates to be deemed invalidly tendered, but may require
the Depositary to withhold 31% of the amount of any payments made pursuant to
the Offer. Backup withholding is not an additional federal income tax. Rather,
the federal income tax liability of a person 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 provided that the required
information is furnished to the Internal Revenue Service. NOTE: FAILURE TO
COMPLETE AND RETURN THE 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 DETAILS.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. REQUESTS FOR ASSISTANCE
OR ADDITIONAL COPIES OF THE OFFER TO PURCHASE AND THIS LETTER OF TRANSMITTAL MAY
BE OBTAINED FROM THE INFORMATION AGENT OR THE DEALER MANAGER AT THEIR RESPECTIVE
ADDRESSES OR TELEPHONE NUMBERS SET FORTH BELOW.
11
<PAGE>
The Information Agent is:
MORROW & CO., INC.
445 PARK AVENUE, 5TH FLOOR
NEW YORK, NY 10022
BANKS AND BROKERAGE FIRMS CALL:
(800) 662-5200
SHAREHOLDERS PLEASE CALL:
(800) 566-9061
THE DEALER MANAGER IS:
MERRILL LYNCH & CO.
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281-1314
(212) 449-8971 (CALL COLLECT)
