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 6 26K
2: EX-99.(A)(1) Offer to Exchange 160 756K
3: EX-99.(A)(2) Letter of Transmittal 11 52K
4: EX-99.(A)(3) Notice of Guaranteed Delivery 4 20K
5: EX-99.(A)(4) Broker/Dealer Letter 2 13K
6: EX-99.(A)(5) Client Letter 3 13K
7: EX-99.(A)(6) Debenture Holders' Letter 1 9K
8: EX-99.(A)(7) Press Releases 5 24K
9: EX-99.(A)(8) W-9 Guidelines 4± 17K
10: EX-99.(C)(1) 6/14/96 Agreement Between Company and Loomis 6 35K
11: EX-99.(C)(2) 9/13/96 Letter Agreement Between Company and 4 21K
Loomis
12: EX-99.(C)(3) 10/3/96 Letter Agreement Between Company and 2 16K
Loomis
LETTER OF TRANSMITTAL
TO TENDER
6% CONVERTIBLE DEBENTURES DUE 2012
OF
STREAMLOGIC CORPORATION
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 4,
1996, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF 6% DEBENTURES (AS
DEFINED) DUE 2012 MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION
DATE.
To:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., EXCHANGE AGENT
[Enlarge/Download Table]
By Mail By Facsimile Transmission By Hand Delivery or Overnight Delivery
Midtown Station (201) 329-8936 120 Broadway--13th Floor
P.O. Box 798 New York, NY 10271
New York, NY 10018 For Confirmation of Attention: Reorganization Dept.
Attention: Reorganization Dept. Facsimile Transmission
(201) 296-4983
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OR TELEX, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
[Enlarge/Download Table]
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DESCRIPTION OF 6% DEBENTURES
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(1) (2) (3) (4)
AGGREGATE PRINCIPAL AMOUNT OF
CERTIFICATE PRINCIPAL AMOUNT 6% DEBENTURES
NUMBER(S) OF 6% DEBENTURES TENDERED**
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (ATTACH SIGNED REPRESENTED BY (MUST BE AN INTEGRAL
(PLEASE FILL IN, IF BLANK) LIST IF NECESSARY) CERTIFICATE(S)* MULTIPLE OF $1,000)
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TOTAL PRINCIPAL
AMOUNT OF 6%
DEBENTURES
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* Need not be completed by Holders who tender Debentures by book entry
transfer (see below).
** Unless otherwise indicated, it will be assumed that all Debentures
evidenced by any certificate(s) delivered to the Exchange Agent are
being tendered. See Instruction 5.
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. Except as otherwise
provided herein, all signatures on this Letter of Transmittal must be
guaranteed in accordance with the procedures set forth herein. See Instruction
1. All capitalized terms used herein and not otherwise defined herein are used
herein with the meanings ascribed to them in the Offer to Exchange (as
defined).
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE TENDER OFFER CONSIDERATION
PURSUANT TO THE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR 6%
DEBENTURES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
This Letter of Transmittal is to be used only if 6% Convertible Debentures
due 2012 (the "6% Debentures") of StreamLogic Corporation (the "Company") are
to be physically delivered to the Exchange Agent or delivered by book-entry
transfer to the Exchange Agent's account at The Depository Trust Company
("DTC") or the Philadelphia Depository Trust Company ("PDTC") (each a "Book-
Entry Transfer Facility") pursuant to the book-entry transfer procedures set
forth in the Company's Offer to Exchange dated October 7, 1996 (as the same
may be amended or supplemented from time to time, the "Offer to Exchange")
under the heading "The Exchange Offer--Procedures for Tendering--Book-Entry
Transfer." See Instruction 2. Delivery of documents to a Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
Holders whose 6% Debentures are not immediately available or who cannot
deliver their 6% Debentures and all other required documents to the Exchange
Agent, or who cannot complete the procedure for book-entry transfer, prior to
the Expiration Date, may nevertheless tender their 6% Debentures in accordance
with the guaranteed delivery procedures set forth in the Offer to Exchange
under the heading "The Exchange Offer--Procedures for Tendering--Guaranteed
Delivery." See Instruction 2.
HOLDERS WHO WISH TO TENDER THEIR 6% DEBENTURES MUST, AT A MINIMUM, COMPLETE
COLUMNS (1) THROUGH (3) IN THE BOX HEREIN ENTITLED "DESCRIPTION OF 6%
DEBENTURES TENDERED" AND SIGN IN THE APPROPRIATE BOX BELOW. If only those
columns are completed, the holder will be deemed to have tendered all the 6%
Debentures listed in the table. If a holder wishes to tender less than all of
such 6% Debentures, column (4) must be completed in full, and such holder
should refer to Instruction 4.
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[_] CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH ONE OF
THE BOOK ENTRY FACILITIES AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE
INSTITUTIONS ONLY):
Name of Tendering Institution ______________________________________________
Applicable Book-Entry Transfer Facility:
DTC [_] PDTC [_]
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
[_] CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) ____________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Window Ticket Number (if available) ________________________________________
Name of Institution which Guaranteed Delivery ______________________________
If Delivered by Book-Entry Transfer, Check Box of Applicable Book-Entry
Transfer Facility:
DTC [_] PDTC [_]
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By execution hereof, the undersigned hereby acknowledges receipt of the
Offer to Exchange and this Letter of Transmittal relating to the Company's
offer to exchange (the "Offer") each outstanding $1,000 principal amount of
the 6% Debentures for (i) $120.00 in cash, (ii) $113.33 principal amount of
the Company's increasing rate unsecured promissory notes due 1998, (iii)
216,66667 shares of the Company's Common Stock, $1.00 par value ("Common
Stock") and (iv) five-year warrants ("Warrants") to purchase 40 shares of
Common Stock at an initial exercise price of $3.60 per share, subject to
certain rights of each Warrant holder to reduce such exercise price under
certain circumstances on a one time basis (collectively, the "Tender Offer
Consideration"), and otherwise upon the terms and subject to the conditions
set forth in the Offer to Exchange. The undersigned hereby acknowledges that,
in accordance with the terms of the Offer, the undersigned is not entitled to
any payment in respect of accrued interest on the 6% Debentures tendered
herewith and accepted pursuant to the Offer (including without limitation
interest otherwise scheduled for payment on September 15, 1996). The
undersigned further acknowledges that it will be entitled to receive a cash
payment (as provided in the Offer to Exchange) in lieu of any fractional
shares of Common Stock issuable in the Offer.
Upon the terms and subject to the conditions of the Offer, the undersigned
hereby tenders to the Company the principal amount of 6% Debentures indicated
above.
Subject to, and effective upon, the acceptance by the Company of the
principal amount of 6% Debentures tendered hereby for exchange pursuant to the
terms of the Offer, the undersigned hereby sells, assigns and transfers to, or
upon the order of, the Company, all right, title and interest in and to, and
any and all claims in respect of or arising or having arisen as a result of
the undersigned's status as a holder of, all 6% Debentures tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent
as the true and lawful agent and attorney-in-fact of the undersigned with
respect to such 6% Debentures with full power of substitution (such power-of-
attorney being deemed to be an irrevocable power coupled with an interest) to
(a) deliver such 6% Debentures, or transfer ownership of such 6% Debentures on
the account books maintained by a Book-Entry Transfer Facility, together, in
either case, with all accompanying evidences of transfer and authenticity, to
or upon the order of the Company, (b) present such 6% Debentures for transfer
on the books of the Company, and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such 6% Debentures, all in
accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the 6% Debentures
tendered hereby and that when such 6% Debentures are accepted for exchange by
the Company, the Company will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and that none of such 6% Debentures will be subject to any adverse claim or
right. The undersigned, upon request, will execute and deliver all additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the 6% Debentures
tendered hereby.
The undersigned understands that tenders of 6% Debentures pursuant to any of
the procedures described in the Offer to Exchange under the caption "The
Exchange Offer--Procedures for Tendering" and in the instructions hereto will
constitute the undersigned's acceptance of the terms and conditions of the
Offer. The Company's acceptance of such 6% Debentures for exchange pursuant to
the terms of the Offer will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of
the Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other
4
legal representatives. 6% DEBENTURES PURSUANT TO THE OFFER MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION DATE. See the information set forth under the
heading "The Exchange Offer--Withdrawal of Tenders" in the Offer to Exchange.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the Tender Offer Consideration with respect to 6%
Debentures accepted for exchange, and return any certificates for 6%
Debentures not tendered or not accepted for exchange, in the name(s) of the
registered holder(s) appearing in the box entitled "Description of 6%
Debentures Tendered" (and, in the case of 6% Debentures tendered by book-entry
transfer, by credit to the account at the Book-Entry Transfer Facility
designated above). Similarly, unless otherwise indicated herein in the box
entitled "Special Delivery Instructions," please deliver the Tender Offer
Consideration with respect to 6% Debentures for exchange, together with any
certificates for 6% Debentures not tendered or not accepted for exchange (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing in the box entitled "Description of 6% Debentures
Tendered." If both the "Special Payment Instructions" box and the "Special
Delivery Instructions" box are completed, please issue the Tender Offer
Consideration with respect to any 6% Debentures accepted for exchange, and
return any certificates for 6% Debentures not tendered or not accepted for
exchange, in the name(s) of, and deliver such Tender Offer Consideration and
any such certificates to, the person(s) at the address(es) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Payment Instructions" box or "Special Delivery Instructions" box
provisions of this Letter of Transmittal to transfer any 6% Debentures from
the name of the registered holder(s) thereof if the Company does not accept
any of such 6% Debentures for exchange pursuant to the terms of the Offer.
SPECIAL PAYMENT INSTRUCTIONS (SEE SPECIAL DELIVERY INSTRUCTIONS
INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY (i) if cer- To be completed ONLY if certifi-
tificates for 6% Debentures in a cates for 6% Debentures in a
principal amount not accepted principal amount not accepted
and/or the certificates repre- and/or the Certificate represent-
senting the Tender Offer Consid- ing the Tender Offer Considera-
eration, as the case may be, are tion, as the case may be, are to
to be issued in the name of some- be sent to someone other than the
one other than the undersigned. undersigned or to the undersigned
at an address other than that
Issue and mail shown in the box entitled "De-
(check appropriate box(es)) scription of 6% Debentures" on
the face of this Letter.
[_] 6% Debentures to: Mail or deliver
(check appropriate box(es))
[_] the Tender Offer Considera-
tion to: [_] 6% Debentures to:
Name _____________________________ [_] the Tender Offer Considera-
(PLEASE PRINT) tion to:
Address __________________________ Name______________________________
__________________________________ (PLEASE PRINT)
__________________________________ Address __________________________
(INCLUDE ZIP CODE) __________________________________
__________________________________ __________________________________
(TAX IDENTIFICATION OR SOCIAL (INCLUDE ZIP CODE)
SECURITY NUMBER) __________________________________
Please complete the Substitute Form W-9 below.
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SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF 6% DEBENTURES REGARDLESS OF
WHETHER 6% DEBENTURES ARE BEING PHYSICALLY DELIVERED HEREWITH)
X __________________________________ Address: ___________________________
X __________________________________ ____________________________________
Signature(s) of Holder(s) of (Including Zip Code)
Authorized Signatory
Date: ________________________, 1996 Area Code and Telephone No.: _______
Must be signed by the registered Tax Identification or Social
holder(s) of the 6% Debentures Security No.: ______________________
tendered hereby exactly as their
name(s) appear(s) on the SIGNATURE GUARANTEE (If required,
certificate(s) for such 6% see Instructions 1 and 5 below)
Debentures or, if tendered by a
participant in one of the Book- X __________________________________
Entry Transfer Facilities, exactly (Name of Eligible Institution
as such participant's name appears Guaranteeing Signatures)
on a security position listing as
the owner of the 6% Debentures, or X __________________________________
by person(s) authorized to become (Address (including zip code) and
registered holder(s) by Telephone Number
endorsements and documents (including area code) of Eligible
transmitted with this Letter of Institution)
Transmittal. If signature is by a
trustee, executor, administrator, X __________________________________
guardian, attorney-in-fact, officer (Authorized Signature)
of a corporation, agent or other
person acting in a fiduciary or X __________________________________
representative capacity, please (Printed Name)
provide the following information
and see Instruction 5. X __________________________________
(Title)
Name(s): ___________________________ Date: ________________________, 1996
X __________________________________
(Please Print)
Capacity (full title): _____________
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6
INSTRUCTIONS FOR HOLDERS
TENDERING 6% DEBENTURES
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers,
Inc., by a commercial bank or trust company having an office or correspondent
in the United States or by any other "Eligible Guarantor Institution" as such
term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (each of the foregoing being referred to herein as an "Eligible
Institution") unless (a) this Letter of Transmittal is signed by the
registered holder of the 6% Debentures tendered herewith (or by a participant
in one of the Book-Entry Transfer Facilities whose name appears on a security
position listing as the owner of such 6% Debentures) and neither the "Special
Payment Instructions" box nor the "Special Delivery Instructions" box of this
Letter of Transmittal has been completed or (b) such 6% Debentures are
tendered for the account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND 6% DEBENTURES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used only if 6% Debentures
tendered hereby are to be physically delivered to the Exchange Agent or
delivered by book-entry transfer to the Exchange Agent's account at a Book-
Entry Transfer Facility pursuant to the procedures set forth in the Offer to
Exchange under the heading "The Exchange Offer--Procedures for Tendering--
Book-Entry Transfer." All physically tendered 6% Debentures or confirmations
of book-entry transfer into the Exchange Agent's account with a Book-Entry
Transfer Facility, together with a properly completed and validly executed
Letter of Transmittal (or facsimile thereof) and any other documents required
by this Letter of Transmittal, must be received by the Exchange Agent at one
of its addresses set forth on the cover page hereof prior to the Expiration
Date. If 6% Debentures are forwarded to the Exchange Agent in multiple
deliveries, a properly completed and validly executed Letter of Transmittal
must accompany each such delivery.
If a holder desires to tender 6% Debentures pursuant to the Offer and (a)
certificates representing such 6% Debentures are not immediately available,
(b) time will not permit this Letter of Transmittal, certificates representing
such 6% Debentures and all other required documents to reach the Exchange
Agent prior to the Expiration Date, or (c) the procedures for book-entry
transfer cannot be completed prior to the Expiration Date, such holder may
effect a tender of 6% Debentures in accordance with the guaranteed delivery
procedure set forth in the Offer to Exchange under the caption "The Exchange
Offer--Procedures for Tendering--Guaranteed Delivery."
Pursuant to such procedure:
(a) such tender must be made by or through an Eligible Institution;
(b) prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution, at one of the addresses of the Exchange
Agent set forth on the cover page hereof, a properly completed and validly
executed Notice of Guaranteed Delivery (by telegram, facsimile, mail or
hand delivery) substantially in the form provided by the Company, setting
forth the name and address of the registered holder and the principal
amount or number of 6% Debentures being tendered and stating that the
tender is being made thereby and guaranteeing that, within three Nasdaq
SmallCap Market trading days after the date of the Notice of Guaranteed
Delivery, this Letter of Transmittal validly executed (or a facsimile
hereof), together with certificates evidencing the 6% Debentures (or
confirmation of book-entry transfer of such 6% Debentures into the Exchange
Agent's account with a Book-Entry Transfer Facility), and any other
documents required by this Letter of Transmittal and these instructions,
will be deposited by such Eligible Institution with the Exchange Agent; and
(c) this Letter of Transmittal or a facsimile hereof, properly completed
and validly executed, with any required signature guarantees, certificates
representing the 6% Debentures in proper form for transfer (or confirmation
of book-entry transfer into the Exchange Agent's account with a Book-Entry
Transfer Facility) and all other documents required by this Letter of
Transmittal must be received by the Exchange Agent within three Nasdaq
SmallCap Market trading days after the date of such Notice of Guaranteed
Delivery.
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THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, 6% DEBENTURES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, THE MAILING
SHOULD BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE, TO PERMIT
DELIVERY TO THE EXCHANGE AGENT PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL
OR CONTINGENT TENDERS OF 6% DEBENTURES WILL BE ACCEPTED. BY EXECUTION OF THIS
LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), ALL TENDERING HOLDERS WAIVE ANY
RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE OF THEIR 6% DEBENTURES FOR
PAYMENT.
3. INADEQUATE SPACE. If the space provided herein under "Description of 6%
Debentures Tendered" is inadequate, the certificate numbers of the 6%
Debentures and the principal amount of 6% Debentures tendered should be listed
on a separate schedule and attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). Tenders of 6% Debentures will be accepted only in integral
multiples of $1,000 principal amount. The aggregate principal amount of all 6%
Debentures delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If tenders of 6% Debentures are made with
respect to less than the entire principal amount of 6% Debentures delivered
herewith, certificate(s) for the principal amount of 6% Debentures not
tendered will be issued and sent to the registered holder, unless otherwise
specified in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes in this Letter of Transmittal.
5. SIGNATURES ON LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the 6%
Debentures tendered hereby, the signature(s) must correspond with the name(s)
as written on the face of the certificates representing such 6% Debentures
without alteration, enlargement or any other change whatsoever. If this Letter
of Transmittal is signed by a participant in one of the Book-Entry Transfer
Facilities whose name is shown on a security position listing as the owner of
the 6% Debentures tendered hereby, the signature must correspond with the name
shown on the security position listing as the owner of the 6% Debentures.
If any 6% Debentures tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any 6% Debentures tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal, and any necessary accompanying documents, as
there are different registrations of such 6% Debentures.
If this Letter of Transmittal is signed by the registered holder of 6%
Debentures tendered hereby, no endorsements of such 6% Debentures or separate
bond powers are required, unless the Tender Offer Consideration is to be
issued to, or 6% Debentures not tendered or not accepted for exchange are to
be issued in the name of, a person other than the registered holder(s), in
which case the 6% Debentures tendered hereby must be endorsed or accompanied
by appropriate bond powers, in either case signed exactly as the name(s) of
the registered holder(s) appear(s) on such 6% Debentures (and with respect to
a participant in a Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of 6% Debentures, exactly as the
name(s) of the participant(s) appear(s) on such security position listing as
the owner of the 6% Debentures). Signatures on such 6% Debentures and bond
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 6% Debentures tendered hereby, the 6% Debentures
must be endorsed or accompanied by appropriate bond powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificates representing such 6% Debentures. Signatures on such 6% Debentures
and bond powers must be guaranteed by an Eligible Institution. See Instruction
1.
If this Letter of Transmittal or any 6% Debentures or bond powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of such person's authority so to act must be
submitted with this Letter of Transmittal.
8
6. TRANSFER TAXES. Except as otherwise provided in this Instruction 6, the
Company will pay all transfer taxes with respect to the delivery and exchange
of 6% Debentures pursuant to the Offer. If, however, issuance of the Tender
Offer Consideration is to be made to, or 6% Debentures not tendered or not
accepted for exchange are to be issued in the name of, a person other than the
registered holder(s), the amount of any transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) payable on account of
the transfer to such other person will be deducted from the Tender Offer
Consideration unless evidence satisfactory to the Company of the payment of
such taxes, or exemption therefrom, is submitted. Except as provided in this
Instruction 6, it will not be necessary for transfer tax stamps to be affixed
to the 6% Debentures tendered hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the Tender Offer
Consideration with respect to any 6% Debentures tendered hereby is to be
issued, or 6% Debentures not tendered or not accepted for exchange are to be
issued, in the name of a person other than the person(s) signing this Letter
of Transmittal or to the person(s) signing this Letter of Transmittal but at
an address other than that shown in the box entitled "Description of 6%
Debentures Tendered," the appropriate boxes in this Letter of Transmittal must
be completed.
8. TAXPAYER IDENTIFICATION NUMBER. Each tendering holder is required to
provide the Exchange Agent with the holder's correct taxpayer identification
number ("TIN"), generally, the holders' social security or federal employer
identification number, on Substitute Form W-9, which is provided under
"Important Tax Information" below, and to certify whether such person is
subject to backup withholding of federal income tax.
A holder must cross out item (2) in Part 2 of the Substitute Form W-9 if
such holder is subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering holder to 31%
federal income tax backup withholding on the reportable payments made to the
holder or other payee with respect to 6% Debentures exchanged pursuant to the
Offer. The box in Part 3 of the form should be checked if the tendering holder
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 is checked and the Exchange Agent
is not provided with a TIN within 60 days, thereafter the Exchange Agent will
hold 31% of all reportable payments until a TIN is provided to the Exchange
Agent.
9. LOST OR MISSING CERTIFICATES. If a holder desires to tender 6% Debentures
pursuant to the Exchange Offer but the certificates evidencing such 6%
Debentures have been mutilated, lost, stolen or destroyed, such holder should
write to or telephone the Exchange Agent, at the address or telephone number
listed on the front page of this Letter of Transmittal, about procedures for
obtaining replacement certificates for such 6% Debentures or arranging for
indemnification or any other matter that requires handling by the Exchange
Agent.
10. CONFLICTS. In the event of any conflict between the terms of the Offer
to Exchange and the terms of this Letter of Transmittal, the terms of the
Offer to Exchange will control.
9
IMPORTANT TAX INFORMATION
Under the federal income tax law, a holder whose tendered 6% Debentures are
accepted for payment is required by law to provide the Exchange Agent (as
payer) with such holder's correct TIN on Substitute Form W-9 below. If such
holder is an individual, the TIN is his or her social security number. If the
Exchange Agent is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and payments of Tender Offer
Consideration may be subject to backup withholding.
Certain holders (including, among others, corporations) are not subject to
these backup withholdings and reporting requirements. Exempt holders should
indicate their exempt status on Substitute Form W-9. In order for a foreign
individual to qualify as an exempt recipient, such individual must submit a
statement, signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Exchange
Agent. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any reportable payments made to the holder or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal
income tax liability of persons subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on reportable payments made with respect to 6%
Debentures accepted for exchange pursuant to the Offer, the holder is required
to notify the Exchange Agent of such holder's correct TIN by completing the
form below, certifying that the TIN provided on the Substitute From W-9 is
correct (or that such holder is awaiting a TIN) and that (a) such holder is
exempt from backup withholding, (b) such holder has not been notified by the
Internal Revenue Service that he is subject to backup withholding as a result
of a failure to report all interest or dividends or (c) the Internal Revenue
Service has notified such holder that such holder is no longer subject to
backup withholding.
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WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the holder of the 6%
Debentures tendered hereby. If the 6% Debentures are held in more than one
name or are not held in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
--------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9
Please fill in your name, address and type of entity below
_____________________________________________
Name
_____________________________________________
Address (number and street)
_____________________________________________
City, State and Zip Code
_____________________________________________
Individual, Corporation, Partnership or Other
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ("TIN")
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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 waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because (a) I am exempt from
backup withholding or (b) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of
failure to report all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding.
--------------------------------------------------------------------------------
PART 3--
Awaiting TIN [_]
_______________________________________________
PART 4--
Exempt [_]
--------------------------------------------------------------------------------
CERTIFICATION 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
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2). If you are exempt
from backup withholding check the box in Part 4 above.
SIGNATURE _____________________________________ DATE ___________________, 1996
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF THE SUBSTITUTE FORM W-9
--------------------------------------------------------------------------------
CERTIFICATE OF TAXPAYER AWAITING 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 if I do not provide a taxpayer identification number within
60 days, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
_____________________________________________ ______________________ , 1996
Signature Date
--------------------------------------------------------------------------------
11
Dates Referenced Herein and Documents Incorporated by Reference
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