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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3 and Final Amendment)
Zycon Corporation
-------------------------
(Name of Subject Company)
Hadco Corporation
Hadco Acquisition Corp.
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(Bidders)
Common Stock, Par Value $.001 per share
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989852-10-8
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(CUSIP Number of Class of Securities)
Andrew E. Lietz
Chief Executive Officer
Hadco Corporation
12A Manor Parkway
Salem, New Hampshire 03079
(603) 898-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
Stephen A. Hurwitz, Esq.
George W. Lloyd, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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This Amendment No. 3 amends and supplements the Schedule 14D-1 (the
"Schedule") relating to the tender offer by Hadco Acquisition Corp., a Delaware
corporation (the "Purchaser"), and Hadco Corporation, a Massachusetts
corporation ("Parent"), to purchase all of the outstanding shares of common
stock, par value $.001 per share (the "Shares"), of Zycon Corporation, a
Delaware corporation (the "Company"), at $18 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated December 11, 1996 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, together, and with any amendments or supplements
thereto, collectively constitute the "Offer"). All capitalized terms contained
herein and not otherwise defined shall have the meanings assigned to them in
the Offer to Purchase.
This Amendment No. 3 to Schedule 14D-1 constitutes the final amendment to
Parent's and Purchaser's Tender Offer Statement on Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
BIDDER
AND
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 5 and Item 6 are hereby amended by the following additional
information:
On January 10, 1996, the Purchaser purchased 10,796,104 (or approximately
97.6 percent) of the Shares, for $18 per share or an aggregate of $194.3
million. The acquisition was made pursuant to a tender offer of the Purchaser as
set forth in the Offer. Promptly after completion of the Offer, pursuant to the
terms of the Merger Agreement and Section 253 of the Delaware General
Corporation Law, the Purchaser was merged with and into the Company (the
"Merger"), with the Company as the surviving corporation. As a result of the
Merger, the Company now is a wholly-owned subsidiary of the Parent, and all
Shares outstanding immediately prior to the effective date of the Merger (other
than shares owned by the Parent, the Purchaser, the Company or any of their
respective subsidiaries, or shareholders who properly perfect appraisal rights
in accordance with Section 262 of the Delaware General Corporation Law, as
amended) were converted into the right to receive $18 in cash, without interest
and less any required withholding taxes.
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A Notice of Merger and Notice of Appraisal Rights and a Letter of
Transmittal were mailed on January 16, 1997 to former stockholders of the
Company. Copies of the Notice of Merger, Notice of Appraisal Rights and Letter
of Transmittal are attached hereto as Exhibit (a)(12) and Exhibit (a)(13) and
are incorporated herein by reference.
On January 16, 1997, a Form 15 was filed with the Securities and Exchange
Commission deregistering the Shares under the Securities Exchange Act of 1934,
as amended. In addition, the Shares have been delisted from the National
Association of Securities Dealers Automated Quotations System/National Market
System.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended as follows:
(a)(12) Notice of Merger and Notice of Appraisal Rights, dated January 16,
1997.
(a)(13) Letter of Transmittal furnished with the Notice of Merger and Notice
of Appraisal Rights.
(a)(14) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 furnished with the Notice of Merger and Notice of
Appraisal Rights.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 23, 1997
HADCO CORPORATION
By: /s/ Timothy P. Losik
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Name: Timothy P. Losik
Title: Chief Financial Officer,
Vice President and
Treasurer
HADCO ACQUISITION CORP.
By: /s/ Timothy P. Losik
-----------------------------------
Name: Timothy P. Losik
Title: Vice President,
Treasurer and Secretary
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(12) Notice of Merger and Notice of
Appraisal Rights, dated
January 16, 1997
(a)(13) Letter of Transmittal furnished
with the Notice of Merger and
Notice of Appraisal Rights
(a)(14) Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9 furnished
with the Notice of Merger and
Notice of Appraisal Rights
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Exhibit(a)(12)
----------------------
NOTICE OF MERGER
OF
HADCO ACQUISITION CORP.
WITH AND INTO
ZYCON CORPORATION
----------------------
To the Persons who were Record Holders of
Common Stock of Zycon Corporation
Immediately Prior to the Merger Referred to Below:
NOTICE IS HEREBY GIVEN, pursuant to Sections 253(d) and 262(d) of the
General Corporation Law of the State of Delaware (the "DGCL"), that the merger
(the "Merger") of Hadco Acquisition Corp., a Delaware corporation
("Acquisition"), with and into Zycon Corporation, a Delaware corporation (the
"Company"), became effective on January 10, 1997 (the "Effective Date").
Acquisition is a wholly owned subsidiary of Hadco Corporation, a Massachusetts
corporation (the "Parent"). Immediately prior to the Effective Date, Acquisition
owned more than 90% of the outstanding shares of common stock, par value $0.001
per share (the "Shares"), of the Company, under applicable Delaware law, and was
able to effect the Merger as a short-form merger under Section 253 of the DGCL
without the approval of the Company's Board of Directors or the vote of any
other stockholder of the Company.
Pursuant to the terms of the Merger, each Share outstanding held
immediately prior to the Effective Date (excluding shares owned, directly or
indirectly, by the Company, or any subsidiary of the Company or by Parent,
Acquisition or any other subsidiary of Parent and those stockholders who
properly perfect appraisal rights with respect thereto in accordance with
Section 262 of the DGCL), by virtue of the Merger and without any action of the
part of the holder thereof, was canceled and converted into the right to receive
$18 per Share in cash (the "Merger Consideration"), payable to the holder
thereof, upon surrender of the certificate or certificates formerly representing
such Shares.
A FORM OF LETTER OF TRANSMITTAL AND INSTRUCTIONS FOR USE IN EFFECTING
THE SURRENDER OF CERTIFICATES REPRESENTING YOUR SHARES IN EXCHANGE FOR PAYMENT
OF THE MERGER CONSIDERATION IS ENCLOSED. Unless you intend to exercise appraisal
rights, please complete and send the Letter of Transmittal, any documents
required by the Letter of Transmittal and your certificates in accordance with
the instructions thereto to The First National Bank of Boston (the "Transfer
Agent"), at the applicable address set forth in the Letter of Transmittal. Do
not send your certificates to the Company. We urge you to deliver your
certificates to the Transfer Agent as soon as possible. Payment for your shares
will not be mailed until your certificates have been surrendered and no interest
will be paid on the cash to be received.
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As more fully described in the accompanying Notice of Appraisal Rights,
holders of Shares who wish to assert appraisal rights should comply with the
procedures set forth in Section 262 of the DGCL (a copy of which is attached as
Exhibit A to the Notice of Appraisal Rights). Any holder of Shares considering
whether to seek to exercise appraisal rights should review such information
carefully. Under Section 262, written demands for appraisal complying with
Section 262 must be delivered to the Company within 20 days after the date of
mailing of this notice and the Notice of Appraisal Rights.
Additional copies of this Notice of Merger, the accompanying Notice of
Appraisal Rights and the related Letter of Transmittal may be obtained from the
Transfer Agent at the applicable address set forth in the Letter of Transmittal.
January 16, 1997 ZYCON CORPORATION
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THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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NOTICE OF APPRAISAL RIGHTS
In Connection with the Merger of
Hadco Acquisition Corp. with and into
Zycon Corporation
NOTICE IS HEREBY GIVEN pursuant to Sections 253(d) and 262(d) of the
General Corporation Law of the State of Delaware (the "DGCL") that on January
10, 1997, as is more fully described in the accompanying Notice of Merger, Hadco
Acquisition Corp., a Delaware corporation ("Acquisition"), merged with and into
Zycon Corporation (the "Company"), a Delaware corporation (the "Merger").
Acquisition is a wholly owned subsidiary of Hadco Corporation, a Massachusetts
corporation (the "Parent"). Pursuant to the terms of the Merger, each of the
shares of common stock, $.001 par value per share (the "Shares"), of the Company
held immediately prior to the effective date of the Merger (excluding shares
owned directly or indirectly by the Company or any subsidiary of the Company or
by Parent, Acquisition or any other subsidiary of Parent and other than Shares
held by stockholders of the Company who have properly exercised appraisal rights
with respect thereto in accordance with Section 262 of the DGCL), by virtue of
the Merger and without any action on the part of the holder thereof, was
cancelled and converted into the right to receive $18 in cash, payable to the
holder thereof, upon the surrender of the certificate or certificates formerly
representing such Shares.
This notice constitutes notice of appraisal rights to holders of Shares
pursuant to Section 262(d)(2) of the DGCL. The following discussion of the
provisions of Section 262 of the DGCL is not intended to be a complete statement
of such provisions and is qualified in its entirety by reference to the full
text of that section, a copy of which is included in Exhibit A hereto. Holders
of Shares who are considering exercising appraisal rights should review the
following discussion and Exhibit A carefully. In order to assist holders of
Shares in making a determination whether to exercise appraisal rights, holders
of Shares should refer to the financial information contained in the Offer to
Purchase, dated December 11, 1996 (the "Offer to Purchase"). A copy of the Offer
to Purchase was sent to all holders of Shares on December 13, 1996. An
additional copy of the Offer to Purchase, as well as copies of the Company's
Forms 10-Q and Form 10-K as previously filed with the Securities and Exchange
Commission, will be provided free of charge at the written request of the holder
of Shares to the address listed in the following paragraph.
Under Section 262 of the DGCL, holders of record of Shares who do not
wish to accept the $18 cash payment per Share provided in the Merger have the
right to seek an appraisal of the "fair value" of their Shares as defined in
Section 262 of the DGCL in the Delaware Court of Chancery (the "Delaware
Court"). Each holder of Shares is urged to read carefully the information
contained in this notice (including Exhibit A hereto) in making a determination
whether to accept the $18 cash payment per Share or to seek an appraisal
pursuant to the DGCL. Holders of Shares wishing to assert appraisal rights must,
within 20 days after the date of mailing of this notice, make a written demand
for the appraisal of their Shares to the Company, c/o
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Hadco Corporation, 12A Manor Parkway, Salem, New Hampshire 03079, ATTENTION:
TIMOTHY P. LOSIK, Vice President. The demand must reasonably inform the Company
of the identity of the stockholder as well as the intention of the stockholder
to demand an appraisal of the Shares held by such stockholder.
Only a holder of record of Shares is entitled to assert an appraisal
demand with respect to Shares registered in his or her name. Beneficial owners
who are not record holders and who wish to exercise appraisal rights are advised
to consult promptly with the appropriate record holders as to the timely
exercise of appraisal rights. A record holder, such as a broker, who holds
Shares as a nominee for others may exercise appraisal rights with respect to the
Shares held for one or more beneficial owners, while not exercising such rights
for other beneficial owners. In such a case, the written demand should set forth
the number of Shares as to which demand is made. Where no Shares are expressly
mentioned, the demand will be presumed to cover all Shares held in the name of
such record holder.
A holder of Shares held in "street name" who desires to assert
appraisal rights with respect to such Shares must take such actions as may be
necessary to ensure that a timely and proper demand for appraisal is made by the
record owner of such Shares. Shares held through brokerage firms, banks and
other financial institutions are frequently deposited with and held of record in
the name of a nominee of a central security depository. Any holder of Shares
desiring appraisal rights with respect to such Shares who held his or her Shares
through a brokerage firm, bank or other financial institution is responsible for
ensuring that the demand for appraisal is made by the record holder thereto. The
stockholder should instruct such firm, bank or institution that the demand for
appraisal must be made by the record holder of the shares, which might be the
nominee of a central security depository if the Shares have been so deposited.
As required by Section 262, demand for appraisal must reasonably inform the
corporation of the identity of the record holder (which might be a nominee as
described above) and of such holder's intention to seek appraisal of such
Shares.
To be effective, a demand for appraisal of Shares must be signed by the
record holder (or by such holder's duly authorized representative who must
disclose to the Company that, in executing the demand, he or she is acting as
agent for the record holder) exactly as the holder's name is written on the face
of the certificate representing the Shares that are the subject of such demand.
A demand for appraisal of Shares owned of record by two or more joint holders
must identify and be signed by all record holders. A demand for appraisal signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity must
also identify the persons signing the demand.
A holder of Shares who fails to satisfy all of the conditions outlined
above will lose his or her right to an appraisal, and all certificates formerly
representing Shares held by such holder will represent only the right to receive
the $18 per Share cash payment provided in the Merger, without interest.
Within 120 days after the effective date of the Merger, any holder of
Shares who has properly demanded an appraisal and who has not withdrawn his or
her demand (such holders of
<PAGE> 5
Shares being referred to collectively as the "Dissenting Stockholders") and the
Company each have the right to file in the Delaware Court a petition (the
"Petition") demanding a determination of the fair value of the Shares held by
all Dissenting Stockholders. If, within the 120-day period, no Petition shall
have been filed as provided above all appraisal rights will cease and all the
Dissenting Stockholders will become entitled to receive the $18 per Share cash
payment provided in the Merger, without interest. The Company is not obligated
and does not intend to file such a Petition. Accordingly, if a holder of Shares
wishes to demand an appraisal, such stockholder should regard it as his or her
obligation to take all steps necessary to perfect appraisal rights in the manner
prescribed in Section 262.
Upon the filing of the Petition, the Delaware Court may order that
notice of time and place fixed for the hearing on the Petition be mailed to the
Company and all of the Dissenting Stockholders, and be published at least one
week before the day of the hearing in a newspaper of general circulation
published in the City of Wilmington, Delaware, or in another publication
determined by the Delaware Court. The costs of these notices are borne by the
Company. If a hearing on the Petition is held, a Delaware Court is empowered to
determine which holders are entitled to an appraisal of their Shares. The
Delaware Court may require that Dissenting Stockholders submit their stock
certificates which formerly represented Shares for notation thereon of the
pendency of the appraisal proceedings, and the Delaware Court is empowered to
dismiss the proceedings as to any Dissenting Stockholder who does not comply
with this request.
The Shares will be appraised by the Delaware Court at their "fair
value" as of the effective date of the Merger, exclusive of any element of value
arising from the accomplishment or expectation of the Merger. The Delaware Court
may also, on application, (i) determine a fair rate of interest, if any, to be
paid to Dissenting Stockholders in addition to the fair value of the Shares for
the period from the effective date of the Merger to the date of payment, (ii)
assess costs among the parties as the Delaware Court deems equitable, and (iii)
order all or a portion of the expenses incurred by any Dissenting Stockholder in
connection with the appraisal proceeding, including, without limitation,
reasonable attorneys' fees and expenses of experts, to be charged pro rata
against the value of all shares entitled to appraisal.
The Company cannot make any representation as to the outcome of the
appraisal of "fair value" as determined by the Delaware Court, and holders of
Shares should recognize that such an appraisal could result in a determination
of a value higher, lower or equivalent to the $18 per Share offered pursuant to
the Merger. Moreover, the Company may or may not argue in appraisal proceedings
for a determination of "fair value" by the Delaware Court which is lower than
$18 per Share. In determining the "fair value" of the Shares, the Delaware Court
is required to take into account all relevant factors, which may include, among
other factors, the market value of the Shares, including values attributable to
assets and earnings capacity, the investment value of the Shares, and any other
valuation consideration generally acceptable in the investment community. In
WEINBERGER V. UOP, INC., 457 A2d. 701 (Del. 1983), the Delaware Supreme Court
stated, among other things, that "proof of value by any techniques or methods
which are generally considered acceptable in the financial community and
otherwise admissible in court" should be considered in appraisal proceedings and
that "elements of future value, including the
<PAGE> 6
nature of the enterprise which are known or susceptible of proof as of the date
of the merger and are not the product of speculation, may be considered."
The Company reserves the right to challenge any appraisal demand for,
among other reasons, defects in compliance with the procedure described herein
and in Section 262.
No appraisal proceeding in the Delaware Court shall be dismissed as to
any Dissenting Stockholder without the approval of the Delaware Court, which
approval may be conditioned upon such terms as the Delaware Court deems just.
From and after the effective date of the Merger, holders of Shares are
not entitled to vote the Shares for any purpose and are not entitled to receive
payment of dividends or other distributions of the Shares payable to holders of
record thereof.
No provision has been made by the Company to allow access to the
Company's files by unaffiliated holders of Shares or to obtain counsel or
appraisal services at the expense of the Company.
Stockholders having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee should promptly contact such
organization or person in order to seek an appraisal of Shares.
ZYCON CORPORATION
January 16, 1997
<PAGE> 1
Exhibit(a)(13)
LETTER OF TRANSMITTAL
To Accompany Certificates Representing
Shares of Common Stock
of
ZYCON CORPORATION
IN EXCHANGE FOR A CASH PAYMENT OF
$18.00 PER SHARE (WITHOUT INTEREST)
PURSUANT TO THE MERGER OF
HADCO ACQUISITION CORP.
WITH AND INTO ZYCON CORPORATION
To The First National Bank of Boston, Transfer Agent
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By Mail: By Facsimile Transmission: By Hand:
Shareholder Services Division BancBoston Trust Company
P.O. Box 1889 (617) 575-2232 of New York
Mail Stop: 45-02-53 or 55 Broadway, Third Floor
Boston, Massachusetts 02105 (617) 575-2233 New York, New York
Confirm Receipt of Letter of By Overnight Courier:
Transmittal by Telephone: The First National Bank of Boston
(617) 575-3120 Shareholder Services Division
(For Confirmation Only) 150 Royall Street
Mail Stop: 45-02-53
Canton, Massachusetts 02021
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.
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DESCRIPTION OF SHARES SURRENDERED
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Name(s) and Address(es) of Registered Holder(s) Shares Surrendered
(Please fill in, if blank) (Attach additional list, if necessary)
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Total Number
of Shares
Certificate Represented by
Number(s) Certificate(s)
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------------------------------------------
------------------------------------------
------------------------------------------
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Total Shares
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<PAGE> 2
Ladies and Gentlemen:
The undersigned has received a copy of the Notice of Merger dated
January 16, 1997 and the Notice of Appraisal Rights dated January 16, 1997,
including all exhibits thereto (collectively the "Notice of Merger"), relating
to the merger (the "Merger") of Hadco Acquisition Corp., a Delaware corporation,
with and into Zycon Corporation, a Delaware corporation (the "Company").
Pursuant to the terms of the Merger, the undersigned holder of certificates
representing shares of common stock, par value $.001 per share (the "Shares"),
of the Company hereby surrenders such certificates in order to receive payment
therefor as provided in the Notice of Merger.
You are hereby instructed to make payment, without interest, in the
amount of $18.00 per Share formerly evidenced by the enclosed certificate(s)
(subject to the withholdings described below) by mailing to the address set
forth in the face hereof a check or checks payable to the undersigned hereto(s),
unless otherwise indicated herein under "Special Payment Instructions" or
"Special Delivery Instructions".
The undersigned represents that the undersigned has full power and
authority to surrender the certificates submitted in connection herewith and
that upon payment as directed to be made above, the Company, as the corporation
surviving the Merger, will not be subject to any adverse claim in respect of
such certificates or the Shares formerly represented by such certificates. The
undersigned further represents that the undersigned has reviewed the Notice of
Merger.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators and legal
representatives of the undersigned.
The undersigned will, upon request, execute and deliver any additional
documents reasonably deemed appropriate or necessary by the Transfer Agent or
the Company in connection with the surrender of the certificate(s) surrendered
hereby.
INSTRUCTIONS
1. EXECUTION AND DELIVERY. This Letter of Transmittal or a
facsimile hereof must be properly filled in, dated and signed, and must be
delivered (together with your stock certificate) to the Transfer Agent at the
address set forth on the face hereof.
THE METHOD OF DELIVERY OF ALL DOCUMENTS IS AT THE OPTION AND RISK OF
THE UNDERSIGNED, BUT IT IS RECOMMENDED THAT DOCUMENTS BE DELIVERED EITHER
THROUGH YOUR BROKER OR BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED. DELIVERY SHALL BE EFFECTED AND THE RISK OF LOSS AND TITLE TO
THE CERTIFICATES SHALL PASS ONLY UPON PROPER DELIVERY OF THE CERTIFICATES TO THE
TRANSFER AGENT.
2. INSUFFICIENT SPACE. If there is insufficient space to list all
your certificates being submitted, please attach and sign a separate list.
3. SIGNATURES. If this Letter of Transmittal is signed by the
registered holder(s) of the certificate(s) surrendered herewith, the
signature(s) must correspond exactly with the name(s) of such registered
holder(s) on the face of the certificate(s).
If this Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in any other fiduciary or representative capacity, the person
signing must give such person's full title in such capacity, and appropriate
evidence of authority to act in such capacity must be forwarded with this Letter
of Transmittal.
Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents Medallion Program or by any other bank, broker,
dealer, credit union,
<PAGE> 3
savings association or other entity which is an "eligible guarantor
institution," as such term is defined in Rule 17Ad-15 under the Exchange Act
(each of the foregoing constituting an "Eligible Institution"). Signatures on
this Letter of Transmittal need not be guaranteed (a) if this Letter of
Transmittal is signed by the registered holder(s) of the Shares tendered
herewith and such holder(s) have not completed the instruction entitled "Special
Payment Instructions" or "Special Delivery Instructions" on this Letter of
Transmittal or (b) if such Shares are tendered for the account of an Eligible
Institution.
4. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is 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 to someone other than the signer of this
Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
5. STOCK TRANSFER TAXES. The Company will bear the liability for
any state stock transfer taxes applicable to the stock certificates and delivery
of checks in connection with the Merger; provided, however, that if any such
check is to be issued, pursuant to any special instructions received by the
Transfer Agent, to any person other than the registered holder of the
certificates surrendered, it shall be a condition of the issuance and delivery
of such check that the amount of any stock transfer taxes (whether imposed on
the registered holder or such person) payable on account of the transfer to such
person shall be delivered to the Transfer Agent or satisfactory evidence of
payment of such taxes, or exemption therefrom, shall be submitted before such
check will be issued.
6. LOST OR DESTROYED STOCK CERTIFICATE. If your certificate(s)
formerly representing Shares of common stock has been either lost or destroyed,
check the box on the reverse of this Letter of Transmittal. In such event, the
Transfer Agent will forward additional documentation necessary to be completed
in order to replace such lost or destroyed certificate(s).
7. TAX INFORMATION. In order to avoid "backup withholding" of
Federal income tax on the cash received upon the surrender of certificates, a
holder thereof must, unless an exemption applies, provide the Transfer Agent
with his correct taxpayer identification number ("TIN") on Substitute Form W-9
on this Letter of Transmittal and certify, under penalties of perjury, that such
number is correct. If the correct TIN is not provided, a $50 penalty may be
imposed by the Internal Revenue Service and payments made for the surrender of
certificates may be subject to backup withholding of 31%.
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 such tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
The TIN that must be provided on the Substitute Form W-9 is that of the
registered holder(s) of the certificates or of the last transferee appearing on
the transfers attached to, or endorsed on, the certificates. The box in Part 3
of the Substitute Form W-9 may be checked if the person surrendering the
certificates has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 has been checked, the
person surrendering the certificates must also complete the Certificate of
Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that the box in Part 3 is checked (and the
Certificate of Awaiting Taxpayer Identification Number is completed), the
Transfer Agent will withhold 31% of all payments with respect to surrendered
certificates made prior to the time it is provided with a properly-certified
TIN.
Exempt person (including, among others, corporations) are not subject
to backup withholding. A foreign individual may qualify as an exempt person by
submitting a statement (usually on Form W-8), signed under penalties of perjury,
certifying such person's foreign status. Form W-8 can be obtained from the
Transfer Agent. A certificate holder should consult his tax advisor as to his
qualification for an exemption from backup withholding and the procedure for
obtaining such exemption.
For additional guidance, see the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9.
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[ ] CHECK HERE IF YOU CANNOT LOCATE YOUR CERTIFICATE(S) AND REQUIRE ASSISTANCE IN REPLACING THEM. UPON
RECEIPT OF NOTIFICATION ON THIS LETTER OF TRANSMITTAL, THE TRANSFER AGENT WILL CONTACT YOU DIRECTLY WITH
REPLACEMENT INSTRUCTIONS.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4) (SEE INSTRUCTION 4)
To be completed ONLY if the check is to be To be completed ONLY if the check is to be sent
issued in the name of someone other than the to someone other than the undersigned, or to the
undersigned. undersigned at an address other than that shown above.
Issue check to: Mail check to:
Name:____________________________________________ Name:____________________________________________
(Please Print) (Please Print)
Address:_________________________________________ Address:_________________________________________
_________________________________________________ _________________________________________________
(Include Zip Code) (Include Zip Code)
_________________________________________________ _________________________________________________
(Employer Identification or Social Security No.) (Employer Identification or Social Security No.)
- ------------------------------------------------------- ------------------------------------------------------
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SIGN
SIGN SIGN HERE
HERE (ALSO COMPLETE SUBSTITUTE FORM W-9 ON REVERSE) HERE
_____________________________________________________________________
_____________________________________________________________________
(Signature(s) of Shareholder(s))
Dated:_______________________________________________________________
(Must be signed by the registered holder(s) exactly as their name(s)
appear(s) on the certificate(s) representing Shares 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, officer of a
corporation or other person acting in a fiduciary or representative
capacity, please set forth the following information and see
Instruction 3.)
Name(s):_____________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity (Full Title):_______________________________________________
Address:_____________________________________________________________
_____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No. ( )____________________________________
Employer Identification No. or
Social Security No.__________________________________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 3)
Authorized Signature:________________________________________________
Name:________________________________________________________________
(PLEASE PRINT)
Name of Firm Guaranteeing Signatures:________________________________
________________________________
Address:_____________________________________________________________
_____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.( )____________________________________
Dated:_______________________________________________________________
---------------------------------------------------------------------
<PAGE> 6
<TABLE>
<S> <C>
PAYER'S NAME: THE FIRST NATIONAL BANK OF BOSTON
- ------------------------------------------------------------------------------------------------------------------
Part 1-PLEASE PROVIDE YOUR TIN IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ___________________________
Social Security Number
OR_________________________
Employer Identification Number
-----------------------------------------------------------------------------------
SUBSTITUTE Part 2-Certification-Under penalties of perjury. I certify that: Part 3
FORM W-9 (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 THE (2) I am not subject to backup withholding because (i) I am Awaiting
TREASURY exempt from backup withholding, (ii) I have not been TIN [ ]
INTERNAL REVENUE notified by the Internal Revenue Service ("IRS") that I
SERVICE am subject to backup withholding as a result of failure
to report all interests or dividends, or (iii) the IRS
has notified me that I am no longer subject to backup
withholding.
-----------------------------------------------------------------------------------
Certificate instructions - You must cross out item (2) in part 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 receive another
notification from the IRS stating that you are no longer subject to backup
Payer's Request for withholding, do not cross out item (2)
Taxpayer Identification
Number ("TIN")
SIGNATURE_________________________________________ Date______________, 1997
_________________________________________
Name (Please Print)
- ------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS
MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
</TABLE>
<PAGE> 7
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (b)
I intend to mail or deliver an application in the near future. I understand
that, notwithstanding that I have checked the box in Part 3 (and have completed
this Certificate of Awaiting Taxpayer Identification Number), 31% of all
reportable payments made to me will be withheld until I provide a
properly-certified taxpayer identification number to the Disbursing Agent.
________________________________________________ __________________, 1997
SIGNATURE DATE
________________________________________________
NAME (PLEASE PRINT)
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT (a)(6)
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer Identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
<TABLE>
<CAPTION>
==================================================================== ============================================================
GIVE THE GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF -- NUMBER OF --
==================================================================== ============================================================
<S> <C> <C> <C>
1. An individual's account The individual 8. A valid trust, estate, or Legal entity (Do not
pension trust furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in
the account title)(5)
2. Two or more individuals (joint The actual owner of the 9. Corporate The corporation
account) account or, if combined
funds, the first
individuals on the
account(1)
3. Husband and wife (joint account) The actual owner of the 10. Religious, charitable, or The organization
account, or, if joint educational organization
funds, either person(1) account
4. Custodian account of a minor The minor(2) 11. Partnership account held in The partnership
(Uniform Gift to Minors Act) the name of the business
5. Account in the name of guardian The ward, minor, or 12. Association, club, or other The organization
or committee for a designated incompetent person(3) tax-exempt organization
ward, minor, or incompetent
person
6. a. The usual revocable savings The grantor-trustee(1) 13. A broker or registered The broker or
trust account (grantor is nominee nominee
also trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under State law
7. Sole proprietorship account The owner(4) 14. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
State or local government,
school district or prison)
that receives agricultural
program payments
==================================================================== ============================================================
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 3
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP
WITHHOLDING
The following is a list of payees potentially exempt from backup withholding:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or any
subdivision of a foreign government, or any agency or instrumentality
thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A dealer in securities or commodities required to register in the U.S. or a
possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- All exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
Privacy Act Notice -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividends, and certain other payments to a payee who does not furnish
a taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
