<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
ADVANTA CORP.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
ADVANTA CORP.
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING STATEMENT)
CLASS A COMMON STOCK
CLASS A PURCHASE RIGHTS
CLASS B COMMON STOCK
CLASS B PURCHASE RIGHTS
DEPOSITARY SHARES EACH REPRESENTING ONE ONE-HUNDREDTH INTEREST IN A
SHARE OF 6 3/4% CONVERTIBLE CLASS B PREFERRED STOCK, SERIES 1995
(STOCK APPRECIATION INCOME LINKED SECURITIES (SAILS))
- --------------------------------------------------------------------------------
(TITLES OF CLASSES OF SECURITIES)
007942 10 5
007942 11 3
007942 20 4
007942 12 1
007942 30 3
- --------------------------------------------------------------------------------
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
ELIZABETH MAI, ESQ.
WELSH AND MCKEAN ROADS, P.O. BOX 844
SPRING HOUSE, PENNSYLVANIA 19477
(215) 444-5000
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
JAY A. DUBOW, ESQ.
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
TWELFTH FLOOR PACKARD BUILDING
111 SOUTH 15TH STREET
PHILADELPHIA, PA 19102-2678
JANUARY 20, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------------------
$850,012,904.00 $170,002.58
- --------------------------------------------------------------------------------------------
</TABLE>
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C> <C> <C>
Amount previously paid: $170,002.58 Filing party: Advanta Corp.
---------------- ------------------
Form or registration
no.: Schedule 13E-4 Date filed: January 20, 1998
---------------- ------------------
</TABLE>
- ---------------
* 1/50 of one percent of an assumed purchase of an aggregate of 7,882,750 shares
of Class A Common Stock and 12,482,850 shares of Class B Common Stock at $40
per Share and 1,078,930 SAILS Depositary Shares at $32.80 per Share.
================================================================================
<PAGE> 2
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated January 20, 1998 filed by
Advanta Corp., a Delaware corporation. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the same meaning as set
forth in the Statement.
ITEM 1. SECURITY AND ISSUER.
Item 1(b) is hereby supplemented, amended and clarified by adding the
following thereto:
In order to qualify as an Odd Lot Owner and tender Class A Shares, Class B
Shares or SAILS Depositary Shares pursuant to the provisions of Section 2
of the Offer to Purchase, captioned "Tenders by Holders of Fewer than 100
Shares of a Class," a stockholder must have beneficially owned Shares of
such class of stock as of the close of business on January 19, 1998 and, as
of such date, such stockholder must have owned fewer than 100 Shares of
such class.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended as follows:
<TABLE>
<S> <C>
(a)(13) Form of Letter of Agreement to Tender Options to Acquire Shares of Class A
and/or Class B Common Stock of the Company Granted by the Company.
</TABLE>
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.
ADVANTA CORP.
By: /s/ ELIZABETH H. MAI
------------------------------------
Elizabeth H. Mai
Senior Vice President,
Secretary and General
Counsel
Dated: January 29, 1998
1
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<S> <C>
(a)(13) Form of Letter of Agreement to Tender Options to Acquire Shares of Class A and/or
Class B Common Stock of the Company Granted by the Company.
</TABLE>
<PAGE> 1
LETTER OF AGREEMENT
TO TENDER OPTIONS TO ACQUIRE SHARES OF CLASS A AND/OR CLASS B COMMON STOCK
OF
ADVANTA CORP.
GRANTED BY ADVANTA CORP.
PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 20, 1998
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 20, 1998, UNLESS THE OFFER IS EXTENDED.
TO: ADVANTA CORP.
BY HAND, OVERNIGHT COURIER, OR MAIL:
ADVANTA CORP.
WELSH & MCKEAN ROADS
SPRING HOUSE, PENNSYLVANIA 19477
ATTENTION: LIANE COHEN
<TABLE>
<S> <C>
BY FACSIMILE: TELEPHONE NUMBER:
(215) 444-5441 (215) 444-5440
</TABLE>
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF AGREEMENT SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF AGREEMENT IS COMPLETED.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THAT LISTED ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.
THIS LETTER OF AGREEMENT IS TO BE USED ONLY IF YOU ARE AGREEING, PURSUANT
TO SECTION 3 OF THE OFFER TO PURCHASE, TO TENDER ALL OR A PORTION OF VESTED AND
OUTSTANDING COMMON STOCK OPTIONS TO ACQUIRE SHARES OF CLASS A COMMON STOCK OR
CLASS B COMMON STOCK OF ADVANTA CORP. GRANTED TO YOU BY ADVANTA CORP. IN YOUR
CAPACITY AS AN EMPLOYEE OR A MEMBER OF THE BOARD OF DIRECTORS OF ADVANTA CORP.
OR OF AN AFFILIATE OF ADVANTA CORP. OR IF YOU ARE AGREEING TO SO TENDER ANY SUCH
OPTIONS WHICH YOU ARE ENTITLED TO EXERCISE BY VIRTUE OF YOUR STATUS AS THE
REPRESENTATIVE OR BENEFICIARY OF AN EMPLOYEE OR A MEMBER OF THE BOARD OF
DIRECTORS OF ADVANTA CORP. OR OF AN AFFILIATE OF ADVANTA CORP.
OPTION HOLDERS MAY ATTACH THEIR DOCUMENTS RELATING TO THEIR OPTIONS
("OPTION DOCUMENTS") AND TRANSMIT SUCH DOCUMENTS WITH THIS LETTER OF AGREEMENT
TO ADVANTA CORP. OR MAY INDICATE THEIR AGREEMENT TO TENDER ALL OR A PORTION OF
SUCH OPTIONS ON THE FORM ATTACHED HERETO INDICATING THE DATE OF EACH OPTION
GRANT BEING TENDERED, THE NUMBER OF SHARES SUBJECT TO EACH SUCH GRANT AND THE
EXERCISE PRICE PER SHARE REQUIRED TO BE PAID ON EXERCISE OF EACH SUCH GRANT,
SUBJECT IN ALL CASES TO CONFIRMATION BY ADVANTA CORP. AS TO THE NUMBER OF
SHARES, EXERCISE PRICE AND EXERCISABILITY OF ANY SUCH OPTION GRANT OR GRANTS AND
SUBJECT FURTHER TO CONFIRMATION BY ADVANTA CORP. THAT THE PERSON TENDERING SUCH
OPTIONS HAS THE AUTHORITY, UNDER THE TERMS OF SUCH OPTION GRANTS AND ANY PLAN OR
PLANS PURSUANT TO WHICH THEY HAVE BEEN GRANTED, TO EXERCISE THE APPLICABLE
OPTION GRANT OR GRANTS.
BY TENDERING AN OPTION GRANT OR GRANTS PURSUANT TO THE OFFER, THE OPTION
HOLDER IS AGREEING THAT ALL OR A PORTION OF THE OPTION GRANT SHALL BE CANCELED
IN EXCHANGE FOR A CASH PAYMENT PURSUANT TO THE TERMS OF THE OFFER TO PURCHASE,
AND THAT AN OPTION GRANT OR GRANTS FOR THE PORTION OF THE OPTION GRANT OR GRANTS
NOT CANCELED SHALL BE RETURNED TO THE OPTION HOLDER HAVING THE SAME TERMS IN ALL
RESPECTS AS THE ORIGINAL OPTION GRANT OR GRANTS.
<PAGE> 2
Ladies and Gentlemen:
The undersigned ("Option Holder") hereby tenders to Advanta Corp., a
Delaware corporation (the "Company"), Option Grants to acquire the shares of
Class A Common Stock, par value $.01 per share (the "Class A Shares"), and/or
Class B Common Stock par value $.01 per share (the "Class B Shares" and together
with the Class A Shares, the "Shares"), of the Company indicated by the
attachment to this letter of the Option Documents relating to such Option Grants
and/or by completing the Option Grant List that is contained in this Letter of
Agreement with respect to each such Option Grant, indicating the date of grant,
the number of underlying Class A Shares or Class B Shares subject to the Option
Grant, the number of such underlying shares for which the Option Grant is
exercisable, the exercise price required to be paid per share on exercise of the
Option Grant and the portion of the Option Grant which the undersigned is
tendering. Upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase dated January 20, 1998, and the applicable Letter(s)
of Transmittal, receipt of which is hereby acknowledged, and in this Letter of
Agreement (which together constitute the "Offer"), each Option Grant shall, to
the extent it is redeemed, be redeemed for $40 (the "Purchase Price") with
respect to each underlying share of the Company's Class A or Class B Common
Stock subject to the portion of the Option Grant being redeemed, minus the
amount that the Option Holder would have been required to pay to exercise the
portion of the Option Grant being redeemed, and payable net to the undersigned
in cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer, and subject to any and all other applicable Federal,
state and local taxes, including any withholding taxes as may be applicable to
payments made with respect to the redemption of the Option Grant or Grants which
are characterized as payments of compensation. For purposes of this Letter of
Agreement, the term Option Grant means a right to acquire Class A Shares or
Class B Shares which has been granted by the Company to any person in his or her
capacity as an employee or a member of the Board of Directors of the Company or
of an affiliate of the Company.
Subject to and effective upon acceptance for payment of the Option Grant(s)
tendered hereby in accordance with the terms of the Offer (including, if the
Offer is extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns, and transfers to, or upon the
order of, the Company all right, title and interest in and to all the Option
Grant(s) tendered hereby and redeemed in accordance with the terms of the Offer
and to any rights associated with such Option Grant(s) and to any Shares or
other property which could have been acquired under the terms of such Option
Grant(s), and agrees that the Company shall have the authority to:
(a) indicate the cancellation of such Option Grant(s) consistent with
the terms of the Offer on the account books or in the records maintained by
any person, including the Company; and
(b) modify any other documents as may relate to the Option Grant(s)
tendered consistent with the terms of the Offer.
The undersigned hereby represents and warrants to the Company that:
(a) the undersigned understands that tenders of the Option Grant(s)
pursuant to the procedures described in the Offer and in the Instructions
hereto will constitute the undersigned's acceptance of the terms and
conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has, as of the Expiration Date (as
defined in the Offer to Purchase), the right to exercise the Option
Grant(s) being tendered hereby, and (ii) such tender of the Option Grants
complies with Rule 14e-4 promulgated under the Securities Exchange Act of
1934, as amended;
(b) on request, the undersigned will execute and deliver any
additional documents the Company deems necessary or desirable to complete
the assignment, transfer and purchase of the Option Grants tendered hereby;
and
(c) the undersigned has read and agrees to all of the terms of the
Offer.
The name and address of the Option Holder should be printed in the space
provided on page 5 of this Letter of Agreement exactly as they appear on the
Option Document(s) relating to the Option Grant(s) identified herein. The Option
Grant(s), identified by reference to date of grant, the number of underlying
Shares subject to such Option Grant, the exercise price per Share required to be
paid on the exercise of each such Option Grant, the number of underlying Shares
for which the Option Grant is exercisable and the portion of the Option Grant
that the undersigned wishes to tender should be indicated in the Option Grant
List that is contained in this Letter of Agreement.
2
<PAGE> 3
The undersigned understands that, upon the terms and subject to the
conditions of the Offer, the Company will purchase 7,882,750 Class A Shares,
treating Option Grants for Class A Shares tendered as the equivalent of such
Shares (or such lesser number of Class A Shares as are properly tendered and not
withdrawn) and 12,482,850 Class B Shares, treating Option Grants for Class B
Shares tendered as the equivalent of such Shares (or such lesser number of Class
B Shares as are properly tendered and not withdrawn) at the Purchase Price (as
adjusted with respect to any purchase of Option Grants to reflect the exercise
price required to be paid under the terms of each Option Grant). The undersigned
understands that all Option Grants and Shares properly tendered and not
withdrawn prior to the Expiration Date (as such term is defined in the Offer)
will be purchased at the Purchase Price (net of the option exercise price in the
case of a purchase of an Option Grant), net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions of the Offer,
including its proration and conditional tender provisions, and that the Company
will return all other Option Grants (and Shares), including Option Grants (and
Shares) not purchased because of proration and Option Grants (and Shares) that
were conditionally tendered and not accepted. The undersigned understands that
no separate consideration will be paid for any Class A Rights or Class B Rights
(each as defined in the Offer to Purchase) that may be associated with the
Shares underlying the Option Grant or Grants, and that tenders of Option Grants
pursuant to the procedures described in the Offer and in the Instructions hereto
will constitute a binding agreement between the undersigned and the Company upon
the terms and subject to the conditions of the Offer. The undersigned further
understands that in the event that proration of tendered Shares is required,
those Shares underlying the portion of Option Grants tendered in the Offer will
be combined with Shares of the applicable class tendered in the Offer in
determining the applicable proration factor (i.e., Shares of a class and Option
Grants relating to that class of Shares will be subject to the same proration).
If applicable, the pro rata portion of each Option Grant would be accepted for
purchase in the Offer.
THE UNDERSIGNED UNDERSTANDS THAT, ANY PAYMENTS MADE AS A RESULT OF THE
TENDER OF AN OPTION GRANT OR GRANTS MAY BE CHARACTERIZED AS BEING IN THE NATURE
OF TAXABLE COMPENSATION, AND SHALL, TO THE EXTENT DETERMINED BY THE COMPANY, AND
PURSUANT TO ITS NORMAL PROCEDURES FOR PAYMENTS OF COMPENSATION TO EMPLOYEES OR
FORMER EMPLOYEES, BE SUBJECT TO ANY AND ALL APPLICABLE FEDERAL, STATE AND LOCAL
TAXES, INCLUDING, BUT NOT LIMITED TO, ANY WITHHOLDING TAXES ON COMPENSATION OR
OTHER INCOME, AND DEDUCTION OF SUCH AMOUNTS AS MAY BE REQUIRED FOR THE PAYMENT
OF SUCH TAXES SHALL BE DEDUCTED FROM THE NET PAYMENT, IF ANY, BEING MADE IN
CONNECTION WITH THE REDEMPTION OF THE OPTION GRANT OR GRANTS.
The undersigned recognizes that under certain circumstances set forth in
the Offer, the Company may terminate or amend the Offer or may not be required
to purchase any Option Grant(s) tendered hereby or may accept for payment fewer
than all of the Option Grant(s) tendered hereby. The undersigned understands
that any Option Grant(s) not tendered or not purchased will continue to be
subject to the Option Grant(s), and that the Company will provide the
undersigned with documentation concerning the portion of the Option Grant(s)
which remains outstanding in such circumstances and shall make a corresponding
entry on its books and records and any other documents as may pertain to such
Option Grant(s).
The undersigned understands that acceptance of Option Grants by the Company
for payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
A check for the Purchase Price (net of offsets, including applicable taxes
and any offset taking into account the exercise price otherwise required to be
paid in connection with the exercise of the Option Grant(s)) for such of the
Option Grants as are purchased will be issued to the order of the Option Holder.
Such check will be mailed to the address of the Option Holder as recorded on the
Company's books and records unless an alternative address is provided for this
purpose. Notwithstanding the foregoing, however, with respect to any Option
Holder who is an employee or a former employee of the Company or any of its
affiliates, the check or the amount that would otherwise be paid by such check,
may be paid over or otherwise made available to the Option Holder in accordance
with the Company's normal payroll practices, provided that such payment shall be
made promptly after the Expiration Date (as defined in the Offer to Purchase).
All authority conferred or agreed to be conferred in this Letter of
Agreement shall not be affected by, and shall survive the death or incapacity
of, the undersigned, and any obligations of the undersigned under this Letter of
Agreement shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
Except as stated in the Offer, this tender is irrevocable. Option Grants
tendered pursuant to the Offer may be withdrawn at any time on or prior to the
Expiration Date and, unless theretofore accepted for payment by the Company
pursuant to the Offer, may also be withdrawn at any time after 12:00 Midnight,
New York City time, on March 17, 1998. See Section 4 of the Offer to Purchase.
3
<PAGE> 4
CLASS A OPTION GRANT LIST
DESCRIPTION OF OPTION GRANTS FOR CLASS A SHARES TENDERED
(IF SPACE IS NOT ADEQUATE, PLEASE ATTACH A SEPARATE SIGNED SCHEDULE)
<TABLE>
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
NO. OF CLASS A
SHARES AS TO WHICH
OPTION GRANT IS
NO. OF CLASS A EXERCISABLE AS OF NO. OF CLASS A
EXERCISE PRICE SHARES SUBJECT TO THE EXPIRATION OPTIONS
DATE OF OPTION GRANT PER SHARE OPTION GRANT DATE(1) TENDERED(2)
===========================================================================================================
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
===========================================================================================================
</TABLE>
CLASS B OPTION GRANT LIST
DESCRIPTION OF OPTION GRANTS FOR CLASS B SHARES TENDERED
(IF SPACE IS NOT ADEQUATE, PLEASE ATTACH A SEPARATE SIGNED SCHEDULE)
<TABLE>
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
NO. OF CLASS B
SHARES AS TO WHICH
OPTION GRANT IS
NO. OF CLASS B EXERCISABLE AS OF NO. OF CLASS B
EXERCISE PRICE SHARES SUBJECT TO THE EXPIRATION OPTIONS
DATE OF OPTION GRANT PER SHARE OPTION GRANT DATE(1) TENDERED(2)
===========================================================================================================
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
===========================================================================================================
</TABLE>
(1)"Expiration Date" means 12:00 Midnight, New York City time, on Friday,
February 20, 1998, unless extended by the Company.
(2)If number of Options is not indicated, all of the vested portion of the
Option Grant will be tendered in the Offer.
4
<PAGE> 5
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
SIGN HERE
(SEE INSTRUCTIONS)
--------------------------------------------------------------------------
SIGNATURE OF OPTION HOLDER (OR REPRESENTATIVE)
DATED:
--------------------------------- , 1998
(Must be signed by the Option Holder exactly as name appears on associated
Option Documents or must, if signed by any person having authority to
exercise the Option Grants being tendered hereby other than the original
Option Holder, be accompanied by documents indicating the basis for such
authority, and the following items must be completed. See Instructions.)
Name:
--------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
--------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------
--------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
--------------------------------------------------------------------------
Taxpayer Identification or Social Security No.:
--------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS)
Authorized Signature:
--------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------
(PLEASE PRINT)
Title:
--------------------------------------------------------------------------
Name of Firm:
--------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------
--------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
--------------------------------------------------------------------------
Dated:
--------------------------------- , 1998
5
<PAGE> 6
INSTRUCTIONS
FORMING PART OF THE TERMS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required if this
Letter of Agreement is signed by the Option Holder exactly as the name of the
grantee of the Option Grant or Grants being tendered is recorded on the
Company's books and records and on the Option Documents relating to such Option
Grant or Grants.
In all other cases, an Eligible Institution (as defined in the Offer to
Purchase) must guarantee all signatures on this Letter of Agreement.
2. DELIVERY OF LETTER OF AGREEMENT. THE METHOD OF DELIVERY OF ALL
DOCUMENTS, IN CONNECTION WITH THE TENDER OF ANY OPTION GRANT OR GRANTS IS AT THE
ELECTION AND RISK OF THE TENDERING OPTION HOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Except as set forth in the Offer to Purchase, the Company will not accept
any alternative, conditional or contingent tenders, nor will it purchase any
fractional Shares. All tendering Option Holders, by execution of this Letter of
Agreement (or a facsimile hereof), waive any right to receive any notice of the
acceptance of their tender.
3. SIGNATURES ON LETTER OF AGREEMENT.
(a) If this Letter of Agreement is signed by the Option Holder, the
signature must correspond exactly with the name of the grantee of the Option
Grant(s) relating to the Options being tendered as such name appears on
associated Option Documents and on the Company's books and records, unless
signed by another person authorized to exercise such Option Grant(s), in which
case the instructions in paragraph (b) below must be followed.
(b) If this Letter of Agreement is signed by a trustee, executor,
administrator, guardians, attorneys-in-fact, or any other person acting in a
fiduciary or representative capacity, such person should so indicate when
signing and must submit proper evidence satisfactory to the Company of their
authority so to act.
4. IRREGULARITIES. The Company will determine, in its sole discretion,
all questions as to the portion of any Option Grant(s) to be accepted, the form
of documents and the validity, form, eligibility (including timeliness of
receipt) and acceptance for payment of any tender of Option Grants and its
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders of Option Grants determined by
it not to be in proper form or the acceptance of or payment for which may be
unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer or any defect or irregularity in the tender of any
particular Option Grants and the Company's interpretation of the terms of the
Offer (including these Instructions) will be final and binding on all parties.
No tender of Option Grants will be deemed to be properly made until all defects
and irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Company shall determine. None of the Company, the Dealer Manager, the
Depositary, the Escrow Agent, the Information Agent (as such terms are defined
in the Offer to Purchase) nor any other person is or will be obligated to give
notice of defects or irregularities in tenders, nor shall any of them incur any
liability for failure to give any such notice.
5. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to, or additional copies of the
Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of
Agreement may be obtained from, the Information Agent at the address and
telephone number set forth at the end of this Letter of Agreement.
IMPORTANT: THIS LETTER OF AGREEMENT OR A MANUALLY SIGNED FACSIMILE OF IT
(TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE COMPANY ON
OR BEFORE THE EXPIRATION DATE.
6
<PAGE> 7
IMPORTANT TAX INFORMATION
Payments made to you in connection with the tender of Option Grants may be
subject to Federal, state and local withholding requirements. In addition, in
the event the Company determines that you are required to provide any additional
information relating to possible withholding requirements, you may be requested
to provide such information on an appropriate form prior to the time payment is
made to you.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 431-9633
The Dealer Manager for the Offer is:
BT ALEX. BROWN INCORPORATED
1 South Street
Baltimore, Maryland 21202
(800) 638-2596
7
