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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): APRIL 4, 1995
CONSOLIDATED PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 0-8445 37-0684070
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
500 CENTURY BUILDING, 36 S. PENNSYLVANIA STREET
INDIANAPOLIS, INDIANA 46204
(317) 633-4100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
The Index to Exhibits is located at Page 2. Total Pages 11
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ITEM 5. OTHER EVENTS
Pursuant to the Notice of Redemption given February 15, 1995, Consolidated
Products, Inc. ("the Company") redeemed, on April 4, 1995, all of its
outstanding 10% Subordinated Convertible Debentures due November 20, 2002 ("the
Debentures") not converted into common stock of the Company by 5:00 p.m. E.S.T.
on April 3, 1995. Holders of the Debentures ("Holders") electing conversion
received one share of the Company's common stock for each $2.82 of Debenture
principal held on the date of conversion plus cash for any remaining fractional
share. Holders electing redemption received cash in the principal amount of the
Debentures, plus accrued interest up to April 4, 1995.
The conversion and redemption of the Debentures eliminated $10,860,600 of the
Company's long-term debt. As a result of holders electing conversion of their
outstanding Debenture principal to the Company's common stock, the Company
issued 3,798,754 shares of the Company's common stock, with an aggregate market
value on April 3, 1995 of $44,635,360.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit Description of Exhibit Page No.
------- ---------------------- --------
20.1 Notice of Redemption of 10% Subordinated Convertible
Debentures Due November 30, 2002 of Consolidated
Products, Inc. dated February 15, 1995. 3
20.2 Letter of Transmittal to Accompany Certificates of 10%
Subordinated Convertible Debentures Due November 30,
2002 of Consolidated Products, Inc. dated February 15,
1995. 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on May 5, 1995.
CONSOLIDATED PRODUCTS, INC.
/s/ James W. Bear
-----------------------------------------
By: James W. Bear
Senior Vice President and
Chief Financial Officer
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CONSOLIDATED PRODUCTS, INC.
500 Century Building
36 South Pennsylvania Street
Indianapolis, Indiana 46204
(317) 633-4100
NOTICE OF REDEMPTION
OF
10% SUBORDINATED CONVERTIBLE DEBENTURES DUE NOVEMBER 30, 2002
OF
CONSOLIDATED PRODUCTS, INC.
February 15, 1995
The "No Call" period for the 10% Subordinated Convertible Debentures Due
November 30, 2002, CUSIP Number 209798AA5 (the "Debentures") issued by
Consolidated Products, Inc. (the "Company") expired November 30, 1994, and the
Company has elected, at its option, to call on April 4, 1995, all of the
outstanding Debentures as permitted by Section 11-1(a), of the Indenture dated
as of November 30, 1990, between the Company and Ameritrust Texas National
Association (now known as Texas Commerce Bank), Trustee (the "Indenture"). You
have the right to convert the principal amount of the Debentures held by you
into Common Stock of the Company through APRIL 3, 1995, at a conversion price of
$2.82 of Debenture principal per share; otherwise you will receive cash in the
principal face amount of the Debentures (the "Redemption Price"), plus accrued
interest. (Example: $28,200 in Debenture principal may be converted into 10,000
shares of the Company's Common Stock or may be redeemed in cash for $28,200.
See also Market Considerations at page 3.) On and after APRIL 4, 1995 (the
"Redemption Date"), you will NOT be entitled to convert your Debentures into
Common Stock, but will have only the right to receive the Redemption Price plus
accrued interest. No interest on Debentures will accrue on or after the
Redemption Date. The following is a more detailed description of your right to
elect either conversion of your Debentures to Common Stock, or redemption of
your Debentures for cash, and the consequences of each.
CONVERSION TO COMMON STOCK
As a holder of Debentures, you have the right, prior to the Redemption
Date, to convert all or a portion of the Debentures into Common Stock. You may
tender the Debentures for conversion into fully paid and nonassessable shares of
Common Stock at a conversion price of $2.82 in Debenture principal per share, at
any time up to, but not later than, 5:00 p.m., Eastern Standard Time on April 3,
1995. This represents a conversion rate of 35.46 shares of Common Stock per
$100 principal amount of Debentures. To be entitled to convert your Debentures
into Common Stock, the Debenture Certificate(s) to be converted must be
received by Bank One, Indianapolis, N.A. (the "Agent"), at the address below, by
5:00 p.m. Eastern Standard Time on April 3, 1995 (the "Conversion Date"). You
MUST elect conversion either in the space provided on the enclosed Letter of
Transmittal or by completing the reverse of the Debenture Certificate(s).
Bank One Indianapolis, N.A.
Attn: Stock Transfer Department
Bank One Center/Tower - Suite 1611
111 Monument Circle
Indianapolis, Indiana 46209-0497
Unless you specifically request Immediate Conversion, as that term is
hereinafter defined, all conversions of Debentures into Common Stock will be
made effective as of 5:00 p.m. Eastern Standard Time on the April 3, 1995
Conversion Date. If you elect Immediate Conversion, your Debentures will be
converted effective as of the date (prior to April 3, 1995)upon which you
fulfill all of the conditions for
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conversion; however, if you elect Immediate Conversion you will NOT be entitled
to receive any portion of the interest payable on April 1, 1995 for the period
from January 1, 1995 through March 31, 1995. Interest payable April 1, 1995
will be paid only to Debenture holders whose Debentures are converted on the
Conversion Date.
Certificates for Common Stock acquired upon conversion of Debentures will
be issued in the name of the person(s) whose name(s) appear on the Debenture
Certificate(s), unless otherwise directed in the Letter of Transmittal (see Box
B), and will be delivered to the address of the Debenture holder appearing on
the records of the Trustee unless otherwise directed in the Letter of
Transmittal (see Box C). If Common Stock is to be issued to anyone other than
the registered holder(s) of Debentures, then the Debentures must be accompanied
by proper instruments of transfer and accompanied by funds in the amount of any
stock transfer tax which may be payable. (See Instruction 5 in the Letter of
Transmittal.)
IMPORTANT NOTE: ALL DELIVERIES OF DEBENTURES PURSUANT TO AN ELECTION TO
CONVERT INTO COMMON STOCK WILL BE DEEMED MADE AS OF THE CONVERSION DATE UNLESS
IMMEDIATE CONVERSION IS ELECTED. YOU WILL RECEIVE INTEREST FROM JANUARY 1, 1995
TO APRIL 1, 1995 ON DEBENTURES CONVERTED INTO COMMON STOCK ON THE CONVERSION
DATE. YOU WILL RECEIVE NO INTEREST PAYMENT ON DEBENTURES CONVERTED INTO COMMON
STOCK IF YOU ELECT IMMEDIATE CONVERSION. UNLESS YOU ELECT IMMEDIATE CONVERSION
YOU MAY REVOKE A PRIOR CONVERSION ELECTION AND RECEIVE THE REDEMPTION PRICE BY
GIVING WRITTEN NOTICE OF REVOCATION TO THE AGENT PRIOR TO THE CONVERSION DATE.
The number of full shares of Common Stock issuable upon conversion will be
computed on the aggregate principal amount of Debentures you surrender for
conversion. If conversion results in a fraction of a share, an amount in cash
equal to the market value of such fractional share of Common Stock, determined
by the last closing sale price on the NASDAQ National Market System on the last
business day immediately preceding the date of conversion of your Debentures
into Common Stock, will be paid to you by the Company. Certificates of Common
Stock to be issued upon conversion of Debentures will be mailed as soon as
practicable after the conversion is effected.
YOUR RIGHT TO CONVERT DEBENTURES INTO COMMON STOCK OF THE COMPANY WILL TERMINATE
AT 5:00 P.M., EASTERN STANDARD TIME ON APRIL 3, 1995. ANY DEBENTURES WHICH HAVE
NOT BEEN RECEIVED BY THE AGENT FOR CONVERSION BY 5:00 P.M., EASTERN STANDARD
TIME, ON APRIL 3, 1995, WILL BE AUTOMATICALLY REDEEMED FOR CASH AS SET FORTH
BELOW.
REDEMPTION FOR CASH
Payment of the Redemption Price (plus accrued interest from January 1, 1995
up to the April 4, 1995 Redemption Date, in the amount of $2.583 per $100 of
Debenture principal) will be made upon presentation and surrender of the
Debenture Certificate(s), accompanied by a properly completed, duly executed
Letter of Transmittal, to the Agent at its address as set forth above and in the
Letter of Transmittal, at any time up to or after the Redemption Date. No
interest will be paid on or after the April 4, 1995 Redemption Date.
PARTIAL CONVERSION/PARTIAL REDEMPTION
You may elect to convert a portion of your Debentures into Common Stock and
redeem a portion for cash. The principal amount you elect to convert must be in
multiples of $100.
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INFORMATION FOR HOLDERS OF DEBENTURES
EXAMPLE OF CONVERSION AND REDEMPTION.
Assumptions - Holder owns $28,200 in principal face value of 10%
Convertible Subordinated Debentures; Consolidated Products,
Inc. Common Stock is trading at a price of $10.00 per share;
conversion rate is $2.82 principal amount per share; and
holder does not elect Immediate Conversion.
CONVERSION - Holder would receive 10,000 shares ($28,200 DIVIDED BY $2.82)
TO COMMON at a market value of $100,000 (10,000 x $10.00), plus $705.00
STOCK in interest from January 1, 1995 to April 1, 1995, in cash.
REDEMPTION - Holder would receive $28,928.50 in cash (principal face
FOR CASH amount of $28,200 plus $728.50 in interest from January 1,
1995 to April 4, 1995.)
MARKET CONSIDERATIONS
THE COMPANY'S COMMON STOCK IS TRADED ON THE NASDAQ NATIONAL
MARKET SYSTEM. ON FEBRUARY 10, 1995 THE CLOSING SALE PRICE OF SUCH STOCK WAS
$10.25, AND AS LONG AS THE MARKET PRICE OF THE COMMON STOCK IS MORE THAN $2.82
PER SHARE, A HOLDER OF DEBENTURES WILL RECEIVE UPON CONVERSION: (I) COMMON
STOCK, (II) CASH IN LIEU OF A FRACTIONAL SHARE, AND (III) INTEREST, WHICH HAVE
A CURRENT AGGREGATE MARKET VALUE GREATER THAN THE AMOUNT OF CASH (INCLUDING
ACCRUED INTEREST TO THE REDEMPTION DATE) WHICH SUCH HOLDER WOULD RECEIVE IF HE
SURRENDERED SUCH DEBENTURES FOR REDEMPTION. THERE CAN BE NO ASSURANCES AS TO
THE MARKET PRICE OF THE COMMON STOCK AT ANY TIME RELEVANT TO THE CONVERSION OF
DEBENTURES.
TAX CONSIDERATIONS
The Company has been advised that, under existing law, holders of
Debentures who exercise their right to convert to Common Stock should not
realize, as a result of such conversion, any gain or loss for federal income tax
purposes (except any gain or loss arising from the receipt of cash in lieu of
fractional shares of Common Stock and any tax on interest income). Gain or loss
may be recognized for federal income tax purposes by those holders who sell
their Debentures or surrender them for redemption. If the Debentures are a
capital asset in their hands, holders may treat such gain or loss as a capital
gain or loss. The Company recommends that you consult your own tax advisor as
to the federal, state and local income tax treatment applicable to you on
redemption, sale or conversion of the Debentures.
*******
Under federal income tax law, the Agent and/or the Company may be required
to withhold 31% of payments to holders presenting their securities for
redemption who have failed to furnish a Taxpayer Identification Number to the
Agent, certified to be correct under penalty of perjury. You may make
certification to the Agent and/or the Company on Substitute Form W-9, a copy of
which is included with the enclosed Letter of Transmittal for your convenience.
CONSOLIDATED PRODUCTS, INC.
Cheryl J. Wendling
Vice President, Secretary and
General Counsel
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LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES OF
10% SUBORDINATED CONVERTIBLE DEBENTURES DUE NOVEMBER 30, 2002
OF
CONSOLIDATED PRODUCTS, INC.
Please read carefully the Notice of Redemption accompanying, and the
Instructions to, this Letter of Transmittal. If you wish to convert your
Debentures into Common Stock of the Company, your Debenture Certificate(s) and
this Letter of Transmittal or other evidence of election must be received by
Bank One, Indianapolis, N.A. (the "Agent") at the address set forth below, prior
to 5:00 p.m., Eastern Standard Time, on April 3, 1995. If you wish to redeem
your Debentures for cash in the principal face amount plus accrued interest,
your Debenture Certificate(s) and this Letter of Transmittal or other evidence
of election must also be presented and surrendered to the address set forth
below. A postage pre-paid return envelope has been provided for your
convenience.
AGENT TELEPHONE INQUIRIES
----- -------------------
Bank One, Indianapolis, N.A. Bank One, Indianapolis, N.A.
Attn: Stock Transfer Department Attn: Stock Transfer Department
Bank One Center/Tower - Suite 1611 (317) 321-8110
111 Monument Circle Toll Free: 1-800-753-7107
Indianapolis, Indiana 46209-0497
Ladies and Gentlemen:
Reference is made to the Notice of Redemption, dated February 15, 1995,
receipt of which is hereby acknowledged, whereby Consolidated Products, Inc.
(the "Company") has called for redemption and will redeem on April 4, 1995 (the
"Redemption Date"), all of its 10% Subordinated Convertible Debentures due
November 30, 2002 (the "Debentures") not heretofore converted into Common Stock
of the Company on or before 5:00 p.m., Eastern Standard time, on April 3, 1995,
for cash in the principal face amount of the Debentures (the "Redemption Price")
plus interest from January 1, 1995 to the Redemption Date in the amount of
$2.583 per $100 principal amount of Debentures, in accordance with the
Indenture, dated November 30, 1990, between Company and Ameritrust Texas
National Association (now known as Texas Commerce Bank), as Trustee.
<TABLE>
<CAPTION>
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BOX A Please identify below the Debenture Certificate(s) enclosed
(Attach separate list if space below is inadequate)
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Please fill in your name(s) as shown on your
Debenture(s) and your present address below.
Certificate Principal Amount
Number Represented By
Certificate
<S> <C> <C>
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
Total
-------------------------------
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Note: If the Debentures enclosed herewith are registered in different names, it will be necessary to complete, sign, and deliver a
properly completed and duly executed Letter of Transmittal for each Debenture.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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THE ABOVE DEBENTURES ARE SURRENDERED TO YOU FOR THE ACTION INDICATED BELOW:
Indicate choice by checking only one:
[ ] CONVERSION. Convert the Debenture Certificate(s) enclosed herewith on
the Conversion Date into shares of common stock of the Company (the
"Common Stock"), at a conversion price of $2.82 per share (35.46
shares per $100 principal amount of Debentures), and issue a
certificate representing the total number of whole shares of such
Common Stock resulting from such conversion (the "Common
Certificate"), plus a check for the value of any fractional share and
interest on the Debenture payable April 1, 1995, all as set forth in
the Notice of Redemption dated February 15, 1995.
OR
[ ] IMMEDIATE CONVERSION. Convert the Debenture Certificate(s) enclosed
herewith immediately upon receipt, into shares of Common Stock of the
Company, at a conversion price of $2.82 per share (35.46 shares per
$100 principal amount of Debentures), and issue a Common Certificate,
plus a check for the value of any fractional share, but without
interest payable April 1, 1995, all as set forth in the Notice of
Redemption dated February 15, 1995.
OR
[ ] REDEMPTION. Redeem the Debenture Certificate(s) enclosed herewith for
cash (the principal face amount, plus accrued interest from January 1,
1995 to the Redemption Date in the amount of $2.583 per $100 principal
amount) as set forth in the Notice of Redemption.
OR
[ ] PARTIAL CONVERSION/PARTIAL REDEMPTION. If this box is checked, you
must indicate in the following space the principal amount of
Debentures (which must be a multiple of $100) you wish to convert into
shares of Common Stock: $_________________. If this box is
checked and no principal amount is indicated in the previous space,
and the delivery of the Debentures enclosed herewith to the Agent is
made prior to 5:00 p.m., Eastern Standard Time, on April 3, 1995, it
will be treated by the Agent as an instruction to convert all such
Debentures into shares of Common Stock. If you are electing Partial
Conversion and wish such Partial Conversion to be an Immediate
Conversion, place your initials here. ___________
IF YOU WISH TO CONVERT YOUR DEBENTURES TO COMMON STOCK, your Debenture
Certificate(s) and this Letter of Transmittal or other written notice of
election must be received by the Company's Agent at the address shown above no
later than 5:00 p.m., Eastern Standard Time, on April 3, 1995.
IF THE DEBENTURE HOLDER DOES NOT INDICATE THE ELECTION TO CONVERT
DEBENTURES INTO COMMON STOCK IN EITHER THE SPACE PROVIDED ABOVE OR ON THE
REVERSE SIDE OF THE DEBENTURE CERTIFICATE, THE DEBENTURE WILL BE REDEEMED FOR
CASH.
Debentures received after 5:00 p.m., Eastern Standard Time, on April 3,
1995, will be redeemed at the Redemption Price plus interest to the Redemption
Date, regardless of the choice indicated. Debentures surrendered for redemption
on or before the Redemption Date will be paid by check as soon as practicable
following the Redemption Date.
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The undersigned hereby represents and warrants that the undersigned has
full power and authority to deliver, sign and transfer the Debentures delivered
hereby, free and clear of all liens, restrictions, charges, and encumbrances,
and not subject to any adverse claim when the same are redeemed or converted by
the Agent or the Company. The undersigned will, upon request, execute any
additional documents deemed by the Agent or the Company to be necessary or
desirable to complete the conversion or redemption of the Debentures delivered
hereby.
All authority herein conferred, or agreed to be conferred, shall survive
the death or incapacity of the undersigned, and all obligations of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors, and assigns of the undersigned.
- -------------------------------------------------------------------------------
BOX B
SPECIAL ISSUANCE AND/OR
PAYMENT INSTRUCTIONS
(See Instruction 5)
FILL IN ONLY IF THE COMMON STOCK CERTIFICATE AND/OR CHECK IS TO BE
ISSUED IN A NAME OTHER THAN THE NAME APPEARING IN BOX A ABOVE. (If
you complete this Box B, the Common Stock Certificate and/or check
will be mailed to the address indicated below, unless you complete Box
C.)
Name___________________________________________________________________
(please print)
Address________________________________________________________________
_______________________________________________________________________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
BOX C
SPECIAL DELIVERY
INSTRUCTIONS
FILL IN ONLY IF THE COMMON STOCK CERTIFICATE AND/OR CHECK IS TO BE
ISSUED IN A NAME OTHER THAN THE NAME APPEARING IN BOX A OR BOX B.
Name___________________________________________________________________
(please print)
Address________________________________________________________________
_______________________________________________________________________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SIGNATURES GUARANTEED BY:
(A Medallion guarantee by a U.S. commercial bank or trust company is
required as provided in Instructions 3 and 5.)
- -------------------------------------------------------------------------------
Phone No. ( )________________________________________________________
Sign Here _____________________________________________________________
_______________________________________________________________________
(Signatures of Owner(s))
MUST BE SIGNED BY REGISTERED HOLDER(S), EXACTLY AS NAME(S) APPEAR ON
CERTIFICATE(S), OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED
HOLDER(S) BY CERTIFICATES AND DOCUMENTS TRANSMITTED HEREWITH. If
signature is by an agent, attorney, administrator, executor, guardian,
trustee or others acting in a fiduciary or representative capacity, or
by an officer of a corporation on behalf of the corporation, please
set forth full title and furnish appropriate supporting evidences.
(See Instructions 2, 5 and 6.)
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PLEASE READ THE INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL CAREFULLY.
IMPORTANT TAX INFORMATION
INSTRUCTIONS FOR SUBSTITUTE FORM W-9
Payer's Request for Taxpayer Identification Number
Under the federal income tax law, a security holder who redeems or
otherwise disposes of securities, in whole or in part for cash, is required to
furnish the payer with the holder's Social Security Number or other Taxpayer
Identification Number ("TIN"), certified under penalties of perjury. If the
security holder does not furnish the correct TIN in this manner, the holder may
be subject to a penalty imposed by the Internal Revenue Service ("IRS"). In
addition, payments to such security holder may be subject to backup withholding.
If backup withholding applies, the payer is required to withhold 31% from
payments to such security holder. This is not an additional tax. Rather, the
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in overpayment of taxes, a
refund may be obtained when filing an income tax return.
To prevent backup withholding on the payment of securities you are
forwarding, you must provide or have previously provided the Company or its
agents with your Social Security Number or other TIN on Form W-9 and have
certified therein that you are not subject to backup withholding. To insure
your compliance, you should complete the Substitute W-9 below. Failure to do so
may subject you to the penalties and backup withholding described above.
Certain holders (including, among others, all corporations and certain
foreign individuals) are exempt from the backup withholding and reporting
requirements. In order for a holder who is a foreign individual to qualify as
an exempt recipient, such holder must submit a statement, signed under penalties
of perjury, attesting to that individual's exempt status. Such statements can
be obtained from the Company's Agent.
<TABLE>
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PAYER'S NAME: CONSOLIDATED PRODUCTS, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Part 1 - PLEASE PROVIDE YOUR (Social Security Number or
TAXPAYER IDENTIFICATION Employer Identification Number)
NUMBER IN THE BOX AT THE
SUBSTITUTE RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW. No.____________________________________
-------------------------------------------------------------------------------------------------
FORM W-9 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
Department of Treasury (2) I am not subject to backup withholding either because I have not been notified by the
Internal Revenue Service Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or the IRS has notified me that I am no
longer subject to backup withholding. [ ]
Payer's Request for Taxpayer -------------------------------------------------------------------------------------------------
Identification Number (TIN) Certification Instructions - You must cross item (2) above 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 IRS that you are no
longer subject to backup withholding, do not cross out item (2).
___________________________________________________ ______________________________
(Signature) (Date)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU.
9
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
1. COMPLETION AND DELIVERY OF LETTER OF TRANSMITTAL. If you elect to
convert Debentures into Common Stock, please deliver both the Debenture
Certificate(s) and this completed Letter of Transmittal directly to Bank One,
Indianapolis, N.A., on or before 5:00 p.m., Eastern Standard Time, April 3,
1995. If you elect to redeem Debentures for cash only, you may send Debenture
Certificates and this completed Letter of Transmittal to Bank One, Indianapolis,
N.A., at any time, but no payment will be made prior to April 4, 1995. This
Letter of Transmittal, or a photocopy or facsimile hereof, should be properly
filled in, dated and signed, and delivered or sent with your Debenture
Certificate(s) and any required supporting documents to the Agent at its address
shown on the front. The method of delivery is at your option and risk, but if
sent by mail, delivery by registered mail with return receipt requested,
properly insured, is recommended. PLEASE NOTE: CERTIFIED MAIL MAY TAKE UP TO
FIVE DAYS ADDITIONAL TIME TO REACH ITS DESTINATION. YOU MAY WISH TO CONSIDER AN
EXPEDITED MAIL SERVICE IF YOU ARE TRYING TO MEET THE CONVERSION DEADLINE.
Additional copies of this Letter of Transmittal may be obtained from the Agent
at the addresses referred to above. [NOTE: Debentures must be received by the
Agent by 5:00 p.m., Eastern Standard Time, on April 3, 1995, notwithstanding the
date of postmark, in order to convert your Debenture(s)].
2. SIGNATURES. The signature (or signatures, in the case of certificates
owned by two or more joint holders) on the Letter of Transmittal must correspond
exactly with the name that appears on the face of the Debenture Certificate(s)
surrendered, unless the Debentures represented thereby have been transferred by
the registered holder, in which event the Letter of Transmittal should be signed
in exactly the same form as the name of the last transferee indicated on the
transfers attached to or endorsed on the certificate(s). (See Instruction 5.)
3. TRANSFER OF DEBENTURES. If a Common Stock Certificate issuable upon
conversion or a check issuable upon redemption or for fractional shares is to be
issued in a name different from the name of the record holder as inscribed on
the surrendered Debenture Certificate(s), the Debenture(s) must be properly
endorsed or accompanied by an instrument of transfer executed by the registered
holder(s), WITH SIGNATURE(S) MEDALLION GUARANTEED BY A U.S. COMMERCIAL BANK OR
TRUST COMPANY (but not a savings and loan association), or a non-U.S. commercial
bank or trust company (but not a savings and loan association) having an office
or correspondent in New York, New York, or by a firm having membership in any
national securities exchange or the National Association of Securities Dealers,
Inc. (each a "QUALIFIED GUARANTOR"). Notaries Public cannot execute acceptable
guarantees of signatures.
4. ISSUANCE OF COMMON STOCK CERTIFICATE AND/OR CHECK IN THE SAME NAME.
If the Common Stock Certificate and/or check is to be issued in a name of the
record holder as inscribed on the surrendered Debenture Certificate(s), the
surrendered certificate(s) need not be endorsed and do not require a Medallion
guarantee. For corrections in name or changes in name not involving changes in
ownership, see Instruction 5(d).
5. ISSUANCE OF COMMON STOCK CERTIFICATE AND/OR CHECK IN A DIFFERENT NAME.
If the Common Stock Certificate and/or check is to be issued in a name different
from the name of the record holder as inscribed on the surrendered Debenture
Certificate(s), please be guided by the following:
(a) ENDORSEMENT AND GUARANTEE. The Debenture Certificate(s)
surrendered must be properly endorsed or accompanied by
appropriate instruments of transfer properly executed by the
record holder of such certificate(s) to the person who is to
receive the Common Stock Certificate and/or check. The signature
of the record holder on the endorsement or other instrument of
transfer must correspond with the name which appears on the face
of the certificate(s) in every particular, and must be guaranteed
by a Qualified Guarantor as defined in Instruction 3.
(b) TRANSFEREE'S SIGNATURE. If a certificate has been properly
transferred and the transfer has not yet been recorded on
the books of the Company, this Letter of Transmittal must be
signed by the transferee (the new holder) or by his agent,
and should not be signed by the transferor (the old holder).
The signature of such transferee or agent on this Letter of
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Transmittal must be guaranteed by a Qualified Guarantor as
defined in Instruction 3.
(c) TRANSFER TAXES. In the event that any transfer or other
taxes become payable by reason of the issuance of the Common
Stock Certificate and/or check in any name other than that
of the record holder, the transferee or assignee must pay
such tax to the Company or must establish to the
satisfaction of the Company that such tax has been paid.
(Please consult with your financial advisor with respect to
any transfer taxes due.)
(d) CORRECTION OF OR CHANGE IN NAME. For a correction of
name or for a change in name which does not involve a
change of ownership, proceed as follows: For a change
in name by marriage, etc., the surrendered
certificate(s) should be endorsed; e.g., "Mary Doe, now
by marriage Mrs. Mary Jones" with the signature
Medallion guaranteed by a Qualified Guarantor as
defined in Instruction 3. For a correction in name,
the surrendered Debentures should be endorsed; e.g.,
"James E. Brown, incorrectly inscribed as James S.
Brown" with the signature Medallion guaranteed by a
Qualified Guarantor as defined in Instruction 3.
6. SUPPORTING EVIDENCE. In any case where a Letter of Transmittal or
certificate endorsement is executed by an agent, attorney, administrator,
executor, guardian, trustee, or by any other person acting in any other
fiduciary or representative capacity, or by an officer of a corporation on
behalf of the corporation, there should be submitted documentary evidence of
appointment and authority to act in such capacity (including court orders and
corporate resolutions where necessary) as well as evidence of the authority of
the person making such execution to assign, sell, or transfer the shares. Such
documentary evidence of authority must be in form satisfactory to the Agent and
the Company.
7. LOST OR DESTROYED CERTIFICATE(S). If your Debenture certificate(s)
has been either lost or destroyed, notify the Agent of this fact promptly at its
address set forth in Instruction 8.
8. INQUIRIES. All inquiries with respect to the conversion or redemption
of Debenture Certificate(s) should be made directly to Bank One, Indianapolis,
N.A., Attention: Stock Transfer Department, Bank One Center/Tower - Suite 1611,
111 Monument Circle, Indianapolis, Indiana 46209-0497; Telephone:(317) 321-8110
or Toll Free: 1-800-753-7107.
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