<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
BUSINESS RESOURCE GROUP
AT
$9.25 NET PER SHARE
IN RESPONSE TO THE OFFER TO PURCHASE DATED JULY 14, 2000
OF
BRG ACQUISITION CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
FRIDAY, AUGUST 11, 2000 UNLESS THE OFFER IS EXTENDED.
The Depositary:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By Facsimile Transaction:
(For Eligible Institutions Only)
(718) 234-5001
For Confirmation Telephone
(718) 921-8200
<TABLE>
<S> <C> <C>
By Mail: By Overnight: By Hand:
American Stock Transfer American Stock Transfer Ameircan Stock Transfer
and Trust Company and Trust Company and Trust Company
40 Wall Street 40 Wall Street 40 Wall Street
46th Floor 46th Floor 46th Floor
New York, NY 10005 New York, NY 10005 New York, NY 10005
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A TELEX OR FACSIMILE NUMBER OTHER THAN THE ONES
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be used to tender shares of common stock
("Shares") of Business Resource Group (the "Company") in response to a
solicitation of tenders by BRG Acquisition Corporation (the "Purchaser"). It
must be used whether certificates evidencing Shares are to be forwarded with
this Letter of Transmittal or whether delivery of Shares is to be made by
book-entry transfer to the account maintained by the Depositary at The
Depository Trust Company (the "Book-Entry Facility") as described in Section 9
of the Offer to Purchase. Shareholders whose certificates are not immediately
available or who cannot deliver their confirmation of the book-entry transfer of
their Shares into the Depositary's account at the Book-Entry Facility
("Book-Entry Confirmation") on or before the Expiration Time may use the
guaranteed delivery procedure described in Section 9 of the Offer to Purchase to
tender their shares. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
DESCRIPTION OF SHARES TENDERED
<TABLE>
<CAPTION>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE(S) TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
<S> <C> <C> <C>
TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)* 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 DESCRIBED
ABOVE ARE BEING TENDERED. SEE INSTRUCTION 4.
<PAGE>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE BOOK-ENTRY FACILITY AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:_____________________________________________
Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________________
/ / 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 Owner(s): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Institution which Guaranteed Delivery: ____________________________
NOTE: SIGNATURE MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Gentlemen:
The undersigned hereby tenders to BRG Acquisition Corporation (the
"Purchaser"), a Delaware corporation, the shares of common stock (the "Shares"),
of Business Resource Group (the "Company"), a California corporation, listed
above, in response to the Purchaser's offer to purchase all outstanding Shares
at a price of $9.25 per Share, net to the sellers in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated July 14, 2000
(the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with the Offer to Purchase, constitutes
the "Offer").
Subject to, and effective upon, acceptance of the Shares tendered with this
Letter of Transmittal for payment in accordance with 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 that are being tendered with
this Letter of Transmittal (and any other Shares or other securities issued or
issuable in respect of those Shares after July 14, 2000 and irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to those Shares (and any such
other Shares or securities) with full power of substitution, (that power of
attorney being an irrevocable power coupled with an interest) to (a) deliver
certificates for the Shares (and any such other Shares or securities) or
transfer ownership of the Shares (and any such other Shares or securities) on
the account books maintained by the Book-Entry Facility, together in either case
with all accompanying evidences of transfer and authenticity, to or upon the
order of the Purchaser upon receipt by the Depositary, as the undersigned's
agent, of the purchase price (adjusted, if appropriate, as provided in the Offer
to Purchase), (b) present those Shares (and any such other Shares or securities)
for transfer on the books of the Company and (c) otherwise exercise all rights
of beneficial ownership of the Shares (and any such other Shares or securities),
all in accordance with the terms of the Offer.
The undersigned irrevocably appoints the Purchaser, its officers and its
designees, and each of them, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to vote in such manner as
each such attorney-in-fact and proxy or his or its substitute, in his or its
sole discretion deems proper, and otherwise act (including acting by written
consent without a meeting) with respect to, all the Shares tendered by this
Letter of Transmittal which have been accepted for payment by the Purchaser
prior to the time of the vote or action (and any other Shares or securities
issued in respect of those Shares after July 11, 2000). This proxy is
irrevocable and is granted in consideration of, and is effective upon, the
deposit by the Purchaser with the Depositary of the purchase price for the
Shares to which it relates, and acceptance of those Shares for payment, in
accordance with the Offer. That acceptance for payment will revoke all prior
proxies granted by the undersigned with regard to those Shares (and any such
other Shares or other securities) and the undersigned will not give any
subsequent proxies with respect to those Shares.
The undersigned represents and warrants that the undersigned has full power
and authority to tender, sell, assign and transfer the Shares tendered by this
Letter of Transmittal (and any other Shares or other securities issued in
respect of those Shares after July 14, 2000) and that, when those Shares are
accepted for payment by the Purchaser, the Purchaser will acquire good and
unencumbered titled to the Shares (and any such other Shares or securities),
free and clear of all liens, restrictions, charges,
2
<PAGE>
encumbrances or adverse claims. The undersigned, upon request, will 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 by this Letter of Transmittal (and any such other Shares or
other securities) to the Purchaser.
The authority conferred in this Letter of Transmittal will not be affected
by, and will survive, the death or incapacity of the undersigned, and any
obligation of the undersigned under this Letter of Transmittal or otherwise
resulting from the tender of the Shares to which this Letter of Transmittal
relates will be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned. Except as stated in
the Offer to Purchase, the tender made by this Letter of Transmittal is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 9 of the Offer to Purchase and in the
instructions to this Letter of Transmittal will constitute a binding agreement
between the undersigned and the Purchaser upon the terms and subject to the
conditions of the Offer.
Unless otherwise indicated in the box below captioned "Special Payment
Instructions," please issue the check for the purchase price of the Shares
tendered by this Letter of Transmittal, and cause any Shares represented by
certificates accompanying this Letter of Transmittal which are not being
tendered, or are not accepted for payment, in the name(s) of the undersigned.
Similarly, unless otherwise indicated in the box below captioned "Special
Delivery Instructions," please mail the check for the purchase price and deliver
certificates representing any Shares which are not being tendered or are not
accepted for payment (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature. If both the
Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check for the purchase price and certificates for
any Shares which are not being tendered, or are not accepted for payment, in the
name of, and deliver the check and certificates, or confirmation of transfer of
the Shares at the Book-Entry Facility, to the person or persons indicated. If
the Shares are being delivered by book-entry transfer and the appropriate entry
is made under "Special Payment Instructions," please return any Shares which are
not accepted for payment by crediting the indicated account at the Book-Entry
Facility. The undersigned recognizes that the Purchaser has no obligation
pursuant to the Special Payment Instructions or otherwise to transfer any
tendered Shares which are not accepted for payment from the name of the
registered holder of the Shares to the name of another person.
3
<PAGE>
<TABLE>
<CAPTION>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7) (SEE INSTRUCTIONS 5, 6 AND 7)
<S> <C>
To be completed ONLY if certificates for Shares which are not To be completed ONLY if certificates for Shares which are not
tendered or are not purchased and the check for the purchase tendered or are not purchased and the check for the purchase
price of Shares which are purchased are to be issued in the price of Shares which are purchased are to be sent to someone
name of someone other than the undersigned, or if Shares other than the undersigned, or to the undersigned at an
delivered by book-entry which are not purchased are to be address other than that shown after the undersigned's
returned by credit to an account maintained at the Book-Entry signature below.
Facility other than that designated above.
Issue: / / Check / / Certificates to: Mail: / / Check / / Certificates to:
Name: Name:
----------------------------------------------------- ------------------------------------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address: Address:
-------------------------------------------------- ----------------------------------------------------
----------------------------------------------------------- ----------------------------------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
-----------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
/ / Credit unpurchased Shares delivered by book-entry
transfer to the Book-Entry Facility account set
forth below:
-----------------------------------------------------------
(ACCOUNT NUMBER)
</TABLE>
SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
SIGNATURE(S) OF OWNER(S)
Dated: , 2000
-------------------------------------------------------------------
(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 with this Letter of Transmittal. If signature is by trustees,
executors, administrators, guardians, attorneys-at-fact, agents, officers of
corporations or others acting in a fiduciary or representative capacity, please
provide the information described in Instruction 5.)
Name(s)
------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
-----------------------------------------------------------
Address
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-------------------------------------------------
Tax Identification or Social Security No.
---------------------------------------
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
-----------------------------------------------------------
Name
---------------------------------------------------------------------------
Title
--------------------------------------------------------------------------
Name of Firm
-------------------------------------------------------------------
Address
------------------------------------------------------------------------
Area Code and Telephone Number
-------------------------------------------------
Dated: , 2000
-------------------------------------------------------------------
4
<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 (i) if this Letter of Transmittal is signed by the
registered holder of the Shares tendered by it (which, for purposes of this
document, includes any participant in the Book-Entry Facility whose name appears
on a security position listing as the owner of Shares) unless the holder has
completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions" on the reverse of this Letter of
Transmittal or (ii) if those Shares are tendered for the account of a firm which
is a bank, broker, dealer, credit union, savings association or other entity
that is a member in good standing of the Securities Transfer Agents Medallion
Program (collectively, "Eligible Institutions"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates. This Letter of
Transmittal is to be completed by shareholders either if certificates are being
forwarded with it or if tenders of Shares are to be made in accordance with the
procedures for delivery by book-entry transfer set forth in Section 9 of the
Offer to Purchase. Certificates for all physically tendered Shares, or a
Book-Entry Confirmation confirming book-entry transfer of Shares to an account
of the Depositary, as the case may be, together with a properly completed and
duly executed Letter of Transmittal (or facsimile of one) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth above on or prior to the Expiration
Time (as defined in Section 7 of the Offer to Purchase). Shareholders whose
certificates for Shares are not immediately available, or who cannot deliver
Book-Entry Confirmation of book entry transfer of the Shares to the Depositary
on or prior to the Expiration Date may tender their Shares by properly
completing and executing a Notice of Guaranteed Delivery in accordance with the
guaranteed delivery procedure described in Section 9 of the Offer to Purchase.
Pursuant to that procedure, (i) the tender must be made by or through an
Eligible Institution, (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by with the Offer to
Purchase, must be received by the Depositary prior to the Expiration Time and
(iii) the certificates for all physically tendered Shares, or Book-Entry
Confirmation of Shares tendered by book-entry transfer, as the case may be,
together with a properly completed and duly executed Letter of Transmittal (or
facsimile of one) and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three Nasdaq National
Market trading days after the date of execution of the Notice of Guaranteed
Delivery, all as provided in Section 9 of the Offer to Purchase.
The method of delivery of this Letter of Transmittal, the certificates for
Shares and all other required documents, including delivery through the
Book-Entry Facility, is at the option and risk of the tendering shareholder and,
except as otherwise provided in this Instruction 2, the delivery will be deemed
made only when actually received by the Depositary. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution of
this Letter of Transmittal (or a facsimile of it), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided in this Letter of Transmittal is
inadequate, the certificate numbers and numbers of Shares being tendered should
be listed on a separate signed schedule which should be attached to this Letter
of Transmittal.
4. Partial Tenders. (Not applicable to shareholders who tender by
book-entry transfer). If fewer than all the Shares evidenced by a certificate
are to be tendered, fill in the number of Shares which are to be tendered in the
box entitled "Number of Shares Tendered." In such case, new certificate(s) for
the remainder of the Shares that were evidenced by your old certificate(s) will
be sent to you, unless otherwise provided in the appropriate box on this Letter
of Transmittal, as soon as practicable after the Expiration Time. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
being tendered, the signature(s) must correspond exactly with the name(s) as
written on the face of the certificate(s), without any alteration, enlargement
or change.
If any of the tendered Shares are owned of record by two or more joint
owners, all the owners must sign this Letter of Transmittal.
IF TENDERED SHARES ARE REGISTERED IN DIFFERENT NAMES ON DIFFERENT
CERTIFICATES, IT WILL BE NECESSARY TO COMPLETE, SIGN AND SUBMIT AS MANY SEPARATE
LETTERS OF TRANSMITTAL AS THERE ARE DIFFERENT REGISTRATIONS ON CERTIFICATES.
If this Letter of Transmittal or any certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, that person should so indicate when signing, and submit evidence
satisfactory to the Purchaser of the person's authority so to act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Shares being tendered, no endorsements of certificates or separate stock powers
are required, unless payment or certificates for Shares which are not tendered
or purchased are to be issued to a person other than the registered owner(s), in
which case, endorsements of certificates or separate stock powers are required
and signatures on those certificates or stock powers must be guaranteed by an
Eligible Institution.
5
<PAGE>
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares being tendered, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered owner(s) appear on the certificates.
Signatures on the certificates or stock powers must be guaranteed by an Eligible
Institution.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6, the
Purchaser will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale to it of Shares it purchases pursuant to the Offer. If
payment of the purchase price is to be made to, or if certificates for Shares
which are not tendered or are not purchased are to be registered in the name of,
any person other than the registered holder, or if tendered certificates are
registered in the name of anyone other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes payable on account of the
transfer to another person (whether imposed on the registered holder or on the
other person) will be deducted from the purchase price unless satisfactory
evidence of the payment of, or an exemption from the need to pay, stock transfer
taxes is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates submitted with this Letter
of Transmittal.
7. Special Payment and Delivery Instructions. If a check or certificates
for unpurchased Shares are to be issued in the name of a person other than the
signer of this Letter of Transmittal, or if a check is to be sent or
certificates are to be returned to someone other than the signer of this Letter
of Transmittal or to an address other than the signer's address shown above, the
appropriate boxes on this Letter of Transmittal must be completed. Shareholders
tendering Shares by book-entry transfer may request that any Shares which are
not purchased be credited to an account maintained at the Book-Entry Facility
which the shareholder designates. If no instructions are given, Shares tendered
by book-entry transfer which are not purchased will be returned by crediting the
account at the Book-Entry Facility designated above.
8. Requests for Assistance or Additional Copies. Requests for assistance
may be directed to, or additional copies of the Offer to Purchase and this
Letter of Transmittal may be obtained from, the Information Agent or the Dealer
Managers at their respective addresses set forth below or from your broker,
dealer, commercial bank or trust company.
9. Waiver of Conditions. The conditions to the Offer may be waived by the
Purchaser, in whole or in part, at any time and from time to time in the
Purchaser's sole discretion, as to any Shares which are tendered.
10. Substitute Form W-9. The tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to indicate that the shareholder is not subject to backup withholding by
checking the box in Part 2 of the Substitute Form W-9. Failure to provide the
information on the Substitute Form W-9 may subject the tendering shareholder to
31% Federal income tax withholding from the payment of the purchase price. The
box in Part 3 of the Substitute Form W-9 may be checked if the tendering
shareholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future. If the box in Part 3 is checked and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% from all payments of the purchase price to be made after expiration
of that 60 day period until a TIN is provided to the Depositary.
Important: This Letter of Transmittal (or a facsimile of it), together with
certificates or confirmation of book-entry transfer and all other required
documents, or a Notice of Guaranteed Delivery, must be received by the
Depositary on or prior to the Expiration Time.
<TABLE>
<CAPTION>
(DO NOT WRITE IN THE SPACES BELOW)
Date Received Accepted by Checked by
----------------- ----------------- ---------------
CERTIFICATES SHARES SHARES CHECK AMOUNT SHARES CERTIFICATE BLOCK
SURRENDERED TENDERED ACCEPTED NO. OF CHECK RETURNED NO. NO.
<S> <C> <C> <C> <C> <C> <C> <C>
Delivery Prepared by Checked by Date
--------------- ------------------------ ----------------------
</TABLE>
IMPORTANT TAX INFORMATION
Under Federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary with the
shareholder's correct TIN on Substitute Form W-9 below. If the shareholder is an
individual, the TIN is his or her social security number. If the Depositary is
not provided with the correct TIN, the shareholder may be subject, among other
things, to penalties imposed by the Internal Revenue Service. In addition,
payments that are made to the shareholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding.
6
<PAGE>
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that individual must submit a statement, signed under penalties of
perjury, attesting to the individual's exempt status. A form of statement may be
obtained from the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the shareholder. Backup withholding 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 an overpayment
of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a shareholder
with respect to Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of the shareholder's correct TIN by completing
the form below certifying that the TIN provided on the Substitute Form W-9 is
correct (or that the shareholder is awaiting a TIN).
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares being tendered are in more than one name or are not in the name of
the actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report.
<TABLE>
<CAPTION>
PAYER'S NAME: AMERICAN STOCK TRANSFER AND TRUST COMPANY
<S> <C> <C>
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX ------------------------------
AT RIGHT AND CERTIFY BY SIGNING AND DATING Social Security Number or
FORM W-9 BELOW. Employer Identification Number
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER ("TIN")
</TABLE>
PART 2--Check the box if you are NOT subject to backup withholding under the
Internal Revenue Service provisions of Section 3406(a)(1)(C) of the Internal
Revenue Code because (1) you are exempt from backup withholding, or (2) you have
not been notified that you are subject to backup withholding as a result of
failure to report all interest or dividends or (3) the Internal Revenue Service
has notified you that you are no longer subject to backup withholding. / /
CERTIFICATION--Under the penalties of perjury, I certify that the information
provided on this form is true, correct and complete.
SIGNATURE DATE PART 3--Awaiting TIN / /
-------------------------- ------------
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
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005-4495
Banks and Brokerage Firms please call:
(212) 269-5550
All others Call Toll Free: (800) 628-8528
