Tender-Offer Statement — Issuer Tender Offer — Schedule 13E-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13E4 Tender-Offer Statement -- Issuer Tender Offer 5 29K
2: EX-99.(A)(1) Form of Offer to Purchase Dated June 17, 1999 36 174K
3: EX-99.(A)(2) Form of Letter of Transmittal 12 55K
4: EX-99.(A)(3) Notice of Guaranteed Delivery 2 16K
5: EX-99.(A)(4) Form of Letter to Brokers 2 14K
6: EX-99.(A)(5) Form of Letter to Clients 2 13K
7: EX-99.(A)(6) Press Release by Mgm Grand Dated June 10, 1999 2 13K
8: EX-99.(A)(7) Form of Summary Advertisement Dated June 17, 3± 18K
1999
9: EX-99.(A)(8) Substitute Form W-9 Tax Guidelines 4± 16K
10: EX-99.(A)(9) Form of Memorandum Dated June 17, 1999 9 34K
11: EX-99.(G)(1) Pgs 29-49 of Ex. 13 to Mgm Grand's AR on Form 21 128K
10-K
12: EX-99.(G)(2) Pgs 2-14 of Mgm Grand's Quarterly Report 13 67K
13: EX-99.(G)(3) Consent of Independent Public Accountants 1 7K
EX-99.(A)(2) — Form of Letter of Transmittal
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EXHIBIT (a)(2)
MGM GRAND, INC.
Letter of Transmittal
for
Tender of Shares of Common Stock
Pursuant to Offer to Purchase Dated June 17, 1999
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON JULY 23, 1999, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
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The Depositary For The Offer Is:
CHASEMELLON SHAREHOLDER SERVICES, LLC
[Download Table]
By Mail: By Overnight Courier: By Hand:
P.O. Box 3301 85 Challenger Road-- 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop--Reorg. New York, NY 10271
Attn: Reorganization Dept. Ridgefield Park, NJ 07660 Attn: Reorganization Dept.
Attn: Reorganization Dept.
Facsimile Transmissions
(Eligible Institutions Only):
(201) 296-4293
To Confirm Receipt
of Facsimile Only:
(201) 296-4860
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES
TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT
CONSTITUTE VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL
NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED. FOR ASSISTANCE COMPLETING THIS LETTER OF
TRANSMITTAL, PLEASE CALL THE INFORMATION AGENT AT (800) 774-5469.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Stockholders who cannot deliver their Share certificates and any other
required documents to the Depositary by the Expiration Date must tender their
Shares using the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase. See Instruction 2.
All Tendering Holders Complete This Box If Any Of The Information Is Left
Blank:
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DESCRIPTION OF SHARES TENDERED
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[Enlarge/Download Table]
Name(s) and Address(es) of Registered Holder(s) Certificate(s) Enclosed
(Please Fill in if Blank) (Attach Signed List if Necessary)
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Number of
Shares Number of
Certificate Represented by Shares
Number(s)(1) Certificate(s)(1) Tendered(2)
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Total Shares
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Indicate in this box the order (by certificate number) in which Shares are
to be purchased in the event of proration. (3) (Attach additional signed
list if necessary.)
1st: 2nd: 3rd: 4th: 5th:
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(1) Need not be completed by stockholders tendering by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares
described above are being tendered. See Instruction 4.
(3) If you do not designate an order, then in the event less than all
Shares tendered are purchased due to proration, Shares will be selected
for purchase by the Depositary. See Instruction 13.
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(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE DEPOSITARY TRUST
COMPANY ("THE BOOK-ENTRY TRANSFER FACILITY") AND COMPLETE THE
FOLLOWING:
DTC Account No. ____________________________________________________
Transaction Code No. _______________________________________________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________
Date of Execution of Notice of Guaranteed Delivery _________________
Name of Institution that Guaranteed Delivery _______________________
If delivery is by book-entry transfer:
Name of Tendering Institution ______________________________________
DTC Account No. ____________________________________________________
Transaction Code No. _______________________________________________
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2
Ladies and Gentlemen:
The undersigned hereby tenders to MGM Grand, Inc., a Delaware corporation
(the "Company"), the above-described shares of its common stock, par value
$.01 per share (the "Shares"), at $50.00 per Share (the "Purchase Price"), net
to the seller in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated June 17, 1999 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and 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 Shares that are being tendered
hereby or orders the registration of such Shares tendered by book-entry
transfer that are purchased pursuant to the Offer to or upon the order of the
Company and hereby irrevocably constitutes and appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Shares, with full power of substitution (such power of attorney being
deemed to be irrevocable power coupled with an interest), to:
(i) deliver certificates for such Shares, or transfer ownership of such
Shares on the account books maintained by the Book-Entry Transfer Facility,
together, in any such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company upon receipt by the
Depositary, as the undersigned's agent, of the Purchase Price with respect
to such Shares;
(ii) present certificates for such Shares for cancellation and transfer
on the books of the Company; and
(iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the terms of
the Offer.
The undersigned hereby represents and warrants to the Company that the
undersigned has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby.
The undersigned represents and warrants to the Company that the undersigned
has read and agrees to all of the terms of the Offer. All authority herein
conferred or agreed to be conferred 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 heirs, personal
representatives, successors and assigns of the undersigned. Except as stated
in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions will constitute the undersigned's representation and warranty to
the Company that (i) the undersigned has a net long position in the Shares or
equivalent securities being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, and (ii)
the tender of such Shares complies with Rule 14e-4. The Company's acceptance
for payment of Shares tendered pursuant to the Offer will constitute a binding
agreement between the undersigned and the Company upon the terms and subject
to the conditions of the Offer.
The names and addresses of the registered holders should be printed, if they
are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates and the number of Shares that the
undersigned wishes to tender should be indicated in the appropriate boxes on
this Letter of Transmittal.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may,
subject to applicable law, postpone the acceptance for payment of, or the
payment for,
3
Shares tendered or may not be required to purchase any of the Shares tendered
hereby or may accept for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility). Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail the check for the
Purchase Price of any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for the Purchase Price of
any Shares purchased and/or return any Shares not tendered or not purchased in
the name(s) of, and mail such check and/or any certificates to, the person(s)
so indicated. The undersigned recognizes that the Company has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Shares from
the name of the registered holder(s) thereof if the Company does not accept
for payment any of the Shares so tendered.
The undersigned understands that acceptance of Shares 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.
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STOCK PURCHASE PLAN
(See Instruction 14)
This section is to be completed ONLY if Shares held in the Company's
Employee Stock Purchase Plan (the "Stock Purchase Plan") are to be tendered.
[ ] By checking this box, the undersigned represents that the undersigned is
a participant in the Stock Purchase Plan and hereby instructs ChaseMellon
Shareholder Services, LLC, the administrator of the Stock Purchase Plan,
to tender on behalf of the undersigned the following number of Shares
credited to the Stock Purchase Plan account of the undersigned. (1)
Number of Shares to be tendered:___________________________.
(1) The undersigned understands and agrees that all Shares held in the
undersigned's Stock Purchase Plan account will be tendered if the above
box is checked and the space above is left blank. If the box captioned
"Odd Lots" in this Letter of Transmittal is completed, all Shares held by
the Odd Lot Owner, including Shares held in the Stock Purchase Plan, will
be tendered regardless of whether this section is otherwise completed.
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4
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2, 5 and 7) (See Instructions 2, 5 and 7)
To be completed ONLY if the To be completed ONLY if the
check for the aggregate Purchase check for the aggregate Purchase
Price of Shares purchased and/or Price of Shares purchased and/or
certificates for Shares not certificates for Shares not
tendered or not purchased are to tendered or not purchased are to
be issued in the name of someone be mailed to someone other than
other than the undersigned. the undersigned or to the
undersigned at an address other
Issue [_] Check and/or than that shown below the
[_] Certificate(s) to: undersigned's signature(s).
Name _____________________________ Mail [_] Check and/or
(Please Print) [_] Certificate(s) to:
Address __________________________ Name______________________________
__________________________________ (Please Print)
(Include Zip Code) Address __________________________
__________________________________ __________________________________
(Tax Identification or Social (Include Zip Code)
Security Number(s)) __________________________________
(Tax Identification or Social
Security Number(s))
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ODD LOTS
(See Instruction 8)
This section is to be completed ONLY if Shares are being tendered by or
on behalf of a person who owned beneficially, as of the close of business
on June 15, 1999, and who continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[_] owned beneficially, as of the close of business on June 15, 1999, and
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares (excluding Shares attributable to the
undersigned's account, if any, under the MGM Grand savings plan but
including Shares held in the Stock Purchase Plan), all of which are
being tendered, or
[_] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on June
15, 1999, and continues to own beneficially as of the Expiration Date,
an aggregate of fewer than 100 Shares (excluding Shares atrtributable to
individual accounts under the MGM Grand savings plan but including
Shares held in the Stock Purchase Plan) and is tendering all of such
Shares.
5
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HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1, 5 AND 7)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 11)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
............................................................................
............................................................................
(Signature(s) of Holder(s))
Date: , 1999
Name(s): ...................................................................
............................................................................
(Please Print)
Capacity (full title): .....................................................
Address: ...................................................................
............................................................................
(Include Zip Code)
Area Code and Telephone Number: ............................................
............................................................................
(Tax Identification or Social Security Number(s))
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please set
forth full title and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS)
............................................................................
(Authorized Signature)
Date: , 1999
Name of Firm: ..............................................................
Capacity (full title): .....................................................
(Please Print)
Address: ...................................................................
............................................................................
............................................................................
(Include Zip Code)
Area Code and Telephone Number: ............................................
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6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is
a recognized member of an eligible institution, as set forth in the Offer to
Purchase, unless (i) this Letter of Transmittal is signed by the registered
holder(s) of the Shares (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility) tendered herewith
and such holder(s) have not completed the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on this
Letter of Transmittal, or (ii) such Shares are tendered for the account of an
eligible institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if Share
certificates are to be forwarded herewith or if delivery of Shares is to be
made by book-entry transfer pursuant to the procedures set forth in Section 3
of the Offer to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well
as a properly completed and duly executed Letter of Transmittal (or manually
signed facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal prior to the Expiration
Date. If certificates are forwarded to the Depositary in multiple deliveries,
a properly completed and duly executed Letter of Transmittal must accompany
each such delivery.
Stockholders whose Share certificates are not immediately available, who
cannot deliver their Shares and all other required documents to the Depositary
or who cannot complete the procedure for delivery by book-entry transfer prior
to the Expiration Date may tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant
to such procedure: (i) such 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 the Company (with any required
signature guarantees) must be received by the Depositary prior to the
Expiration Date; and (iii) the certificates for all physically delivered
Shares in proper form for transfer by delivery, or a confirmation of a book-
entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of all Shares delivered electronically, in each case together with a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three New York Stock
Exchange, Inc. trading days after the date the Depositary receives such Notice
of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING STOCKHOLDER, AND 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. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative or contingent tenders will be accepted. By executing this
Letter of Transmittal (or facsimile thereof), the tendering stockholder waives
any right to receive any notice of the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
4. Partial Tenders (Not Applicable to Stockholders who Tender by Book-Entry
Transfer). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In
such case, a new certificate for the remainder of the Shares represented by
the old certificate will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of Transmittal, as
promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
7
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or manually signed facsimiles thereof)
as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the Purchase Price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s), in which case the certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such certificates. Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate
stock powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to the Company of the authority of such person so to act must be submitted.
6. Stock Transfer Taxes. The Company will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any Shares to it or
its order pursuant to the Offer. If, however, payment of the aggregate
Purchase Price is to be made to, or Shares not tendered or not purchased are
to be registered in the name of, any person other than the registered
holder(s), or if tendered Shares are registered in the name of any person
other than the person(s) signing this Letter of Transmittal, the amount of any
stock transfer taxes (whether imposed on the registered holder(s), such other
person or otherwise) payable on account of the transfer to such person will be
deducted from the purchase price unless satisfactory evidence of the payment
of such taxes, or exemption therefrom, is submitted. See Section 5 of the
Offer to Purchase. Except as provided in this Instruction 6, it will not be
necessary to affix transfer tax stamps to the certificates representing Shares
tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the Purchase
Price of any Shares tendered hereby is to be issued in the name of, and/or any
Shares not tendered or not purchased are to be returned to, a person other
than the person(s) signing this Letter of Transmittal, or if the check and/or
any certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of
Shares Tendered," then the boxes captioned "Special Payment Instructions"
and/or "Special Delivery Instructions" on this Letter of Transmittal should be
completed. Stockholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained
by such shareowner at the Book-Entry Transfer Facility.
8. Odd Lots. As described in Section 1 and Section 2 of the Offer to
Purchase, if fewer than all Shares validly tendered at and not withdrawn prior
to the Expiration Date are to be purchased, the Shares purchased first will
consist of all Shares tendered by any stockholder who owned beneficially, as
of the close of business on June 15, 1999, and continues to own beneficially
as of the Expiration Date, an aggregate of fewer than 100 Shares (excluding
Shares attributable to individual accounts under the MGM Grand savings plan
but including Shares held in the Stock Purchase Plan) and who validly tendered
all such Shares. Partial tenders of Shares will not qualify for this
preference and this preference will not be available unless the box captioned
"Odd Lots" in this Letter of Transmittal and the Notice of Guaranteed
Delivery, if any, is completed.
8
9. Substitute Form W-9 and Form W-8. Under the United States federal income
tax backup withholding rules, unless an exemption applies under the applicable
laws and regulations, 31% of the gross proceeds payable to a stockholder or
other payee pursuant to the Offer must be withheld and remitted to the United
States Treasury, unless the stockholder or other payee provides such person's
taxpayer identification number (employer identification number or social
security number) to the Depositary and certifies that such number is correct.
Therefore, each tendering stockholder should complete and sign the Substitute
Form W-9 included as part of this Letter of Transmittal so as to provide the
information and certification necessary to avoid backup withholding, unless
such stockholder otherwise establishes to the satisfaction of the Depositary
that it is not subject to backup withholding. Certain stockholders, including,
among others, all corporations and certain foreign stockholders (in addition
to foreign corporations), are not subject to these backup withholding and
reporting requirements. In order for a foreign stockholder to qualify as an
exempt recipient, that stockholder must submit an IRS Form W-8 or a Substitute
Form W-8, signed under penalties of perjury, attesting to that stockholder's
exempt status. Such statements may be obtained from the Depositary.
10. Withholding on Foreign Stockholders. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the
Depositary will withhold United States federal income taxes equal to 30% of
the gross payments payable to a foreign stockholder or his or her agent unless
the Depositary determines that a reduced rate of withholding is available
pursuant to a tax treaty or that an exemption from withholding is applicable
because such gross proceeds are effectively connected with the conduct of a
trade or business in the United States. For this purpose, a foreign
stockholder is any stockholder that is not (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States, any State or any
political subdivision thereof, (iii) an estate, the income of which is subject
to United States federal income taxation regardless of the source of such
income or (iv) a trust if a court within the United States is able to exercise
primary supervision of the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust, and one or more U.S. trustees have the authority to control all
substantial decisions relating to the trust. In order to obtain a reduced rate
of withholding pursuant to a tax treaty, a foreign stockholder must deliver to
the Depositary a properly completed IRS Form 1001. In order to obtain an
exemption from withholding on the grounds that the gross proceeds paid
pursuant to the Offer are effectively connected with the conduct of a trade or
business within the United States, a foreign stockholder must deliver to the
Depositary a properly completed IRS From 4224. The Depositary will determine a
stockholder's status as a foreign stockholder and eligibility for a reduced
rate of, or an exemption from, withholding by reference to outstanding
certificates or statements concerning eligibility for a reduced rate of, or
exemption from, withholding (e.g., IRS Form 1001 or IRS From 4224) unless
facts and circumstances indicate that such reliance is not warranted. A
foreign stockholder may be eligible to obtain a refund of all or a portion of
any tax withheld if such stockholder meets the "complete redemption,"
"substantially disproportionate" or "not essentially equivalent to a dividend"
test described in Section 14 of the Offer to Purchase or is otherwise able to
establish that no tax or a reduced amount of tax is due. Foreign stockholders
are urged to consult their tax advisors regarding the application of United
States federal income tax withholding, including eligibility for a withholding
tax reduction or exemption and refund procedures.
11. Requests for Assistance or Additional Copies. Any questions or requests
for assistance may be directed to the Information Agent at its telephone
number and address listed below. Requests for additional copies of the Offer
to Purchase, this Letter of Transmittal or other tender offer materials may be
directed to the Information Agent, and such copies will be furnished promptly
at the Company's expense. Stockholders may also contact their local broker,
dealer, commercial bank or trust company for documents relating to, or
assistance concerning, the Offer.
12. Irregularities. All questions as to the number of Shares to be accepted,
the price to be paid therefor and the validity, form, eligibility (including
time of receipt) and acceptance for payment of any tender of Shares will be
determined by the Company, in its sole discretion, which determination shall
be final and binding on all parties. The Company reserves the absolute right
to reject any or all tenders it determines not to be in proper form or the
acceptance of or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares by any particular stockholder. No tender of
Shares will be deemed to be validly made until all defects or irregularities
have been cured or waived. None of the Company, the Dealer Manager, the
Depositary, the Information Agent or any other person is or will be obligated
to give notice of any defects or irregularities in tenders, and none of them
will incur any liability for failure to give any such notice.
9
13. Order of Purchase in Event of Proration. As described in Section 1 of the
Offer to Purchase, stockholders may designate the order in which their Shares
are to be purchased in the event of proration. The order of purchase may have
an effect on the United States federal income tax classification of any gain
or loss on the Shares purchased. See Sections 1 and 14 of the Offer to
Purchase.
14. Stock Purchase Plan. If a stockholder desires to have tendered pursuant
to the Offer Shares credited to the stockholder's account under the Stock
Purchase Plan, the box captioned "Stock Purchase Plan" in this Letter of
Transmittal should be completed. If a stockholder authorizes a tender of
Shares held in the Stock Purchase Plan, all such Shares credited to such
stockholder's account, including fractional Shares, will be tendered, unless
otherwise specified in the appropriate space in the box captioned "Stock
Purchase Plan." In the event that the box captioned "Stock Purchase Plan" is
not completed, no Shares held in the tendering stockholder's Stock Purchase
Plan account will be tendered unless the stockholder has otherwise completed
the box captioned "Odd Lots" in this Letter of Transmittal, in which case, all
Shares held in the Odd Lot owner's Stock Purchase Plan account will be
tendered regardless of whether the box captioned "Stock Purchase Plan" is
completed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY,
OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR
TO THE EXPIRATION DATE. STOCKHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED
SUBSTITUTE FORM W-9 WITH THEIR LETTER OF TRANSMITTAL.
10
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (SEE INSTRUCTION 8)
PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, LLC
-------------------------------------------------------------------------------
[Enlarge/Download Table]
Part 1--PLEASE PROVIDE YOUR TIN IN
SUBSTITUTE THE BOX AT RIGHT AND CERTIFY BY -----------------------------------
Form W-9 SIGNING AND DATING BELOW. Social security number
OR
-----------------------------------
Employer identification number
-----------------------------------------------------------------------------------------------------
Part 2--Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am
Department of the waiting for a number to be issued to me);
Treasury (2) I am not subject to backup withholding either because (i) I am exempt from backup
Internal Revenue Service withholding, (ii) I have not been notified by the Internal Revenue Service ("IRS") that I
am subject to backup withholding as a result of a failure to report all interest or
dividends, or (iii) the IRS has notified me that I am no longer subject to backup
withholding; and
(3) any other information provided on this form is true and correct.
-----------------------------------------------------------------------------------------------------
Certification Instructions-- You must cross out all of Part 2 above
Payer's Request for Taxpayer if you have been notified by the IRS that you are subject to
Identification Number (TIN) backup withholding because of underreporting interest or
and Certification dividends on your tax return and you have not been notified by the
IRS that you are no longer subject to backup withholding. Part 3
Awaiting TIN [_]
Signature: _______________________________ Date: ___________________
Name (Please Print):
--------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT
TO THE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 ("AWAITING TIN") OF THE 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 (1) 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
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all payments made to me on account of the Shares shall
be retained until I provide a taxpayer identification number to the Depositary
and that, if I do not provide my taxpayer identification number within 60
days, such retained amounts shall be remitted to the Internal Revenue Service
as backup withholding and 31% of all reportable payments made to me thereafter
will be withheld and remitted to the Internal Revenue Service until I provide
a taxpayer identification number.
Signature(s): ____________________________ Date: ____________________________
11
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The Information Agent for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, LLC
450 West 33rd Street
14th Floor
New York, New York 10001
(800) 953-2497
Banks and Brokers call: (212) 273-8080
The Dealer Manager for the Offer is:
Donaldson, Lufkin & Jenrette
SECURITIES CORPORATION
277 Park Avenue
New York, NY 10172
(212) 892-3000
12
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SC 13E4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 7/23/99 | | 1 |
| Filed on: | | 6/17/99 | | 1 | | 3 | | | 8-K |
| | 6/15/99 | | 5 | | 8 |
| List all Filings |
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