Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Tender-Offer Statement -- Third-Party Tender Offer 6 36K
2: EX-99.(A)(1)(A) Offer to Purchase 45 244K
3: EX-99.(A)(1)(B) Letter of Transmittal 12 59K
4: EX-99.(A)(1)(C) Notice of Guaranteed Delivery 2 14K
5: EX-99.(A)(1)(D) Letter to Brokers,Dealers 3 16K
6: EX-99.(A)(1)(E) Letter to Clients 3 17K
7: EX-99.(A)(1)(F) Guidelines for Certification of Taxpayer I.D. 5± 21K
No.
8: EX-99.(A)(5)(F) Summary Advertisement as Published May 5± 25K
17,2002
9: EX-99.(A)(5)(G) Press Release Issued by Sears on May 17,2002 1 8K
10: EX-99.(D)(1) Acquisition Agreement 55 228K
11: EX-99.(D)(2) Form of Tender Agreement,Dated May 12,2002 12 43K
12: EX-99.(D)(3) Confidentiality Agreement 8 34K
13: EX-99.(D)(4) Letter Agreement,Dated May 13,2002 2 14K
Exhibit (a)(1)(B)
Letter of Transmittal
To Tender Shares of Common Stock
of
Lands' End, Inc.
Pursuant to the Offer to Purchase dated as of May 17, 2002
by
Inlet Acquisition Corp.
a wholly owned subsidiary of
Sears, Roebuck and Co.
[Download Table]
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY,
JUNE 14, 2002, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
Mellon Investor Services LLC
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By Mail: By Overnight Courier: By Hand:
Mellon Investor Services Mellon Investor Services Mellon Investor Services
LLC Reorganization LLC Reorganization LLC Reorganization
Department Department Department
Post Office Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Stop--Reorg New York, NY 10271
Ridgefield Park, NJ 07660
By Facsimile Transmission:
(for Eligible
Institutions only)
(201) 296-4293
Confirm Facsimile By Telephone:
(201) 296-4860
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO MELLON INVESTOR
SERVICES LLC (THE "DEPOSITARY"). YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN
THE APPROPRIATE SPACE PROVIDED THEREFOR BELOW, WITH SIGNATURE GUARANTEE IF
REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
[Enlarge/Download Table]
DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s) Share Certificate(s) and Share(s) Tendered
(Please fill in, if blank, exactly as name(s) (Please attach additional signed list, if necessary)
appear(s) on Share Certificate(s))
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Total Number of Number
Share Certificate Shares Represented Of Shares
Number(s)(1) By Certificate(s)(1) Tendered(2)
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Total Shares Tendered
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(1) Need not be completed by stockholders who deliver Shares by book-entry transfer.
(2) Unless otherwise indicated, all Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered. See Instruction 4.
This Letter of Transmittal is to be used by stockholders of Lands' End, Inc.
(the "Company"), if certificates for Shares (as defined below) are to be
forwarded herewith or, unless an Agent's Message (as defined in Section 2 of
the Offer to Purchase) is utilized, if delivery of Shares is to be made by
book-entry transfer to an account maintained by the Depositary at the
Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase
and pursuant to the procedures set forth in Section 3 thereof).
Stockholders whose certificates for Shares ("Share Certificates") are not
immediately available, or who cannot complete the procedure for book-entry
transfer on a timely basis, or who cannot deliver all other required documents
to the Depositary prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase), must tender their Shares according to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase in order to
participate in the Offer. See Instruction 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
TENDER OF SHARES
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK
ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: _______________________________________________
Account Number: ______________________________________________________________
Transaction Code Number: _____________________________________________________
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): _____________________________________________
Window Ticket Number (if any): _______________________________________________
Date of Execution of Notice of Guaranteed Delivery: __________________________
Name of Eligible Institution that Guaranteed Delivery: _______________________
If delivery is by book-entry transfer, provide the following: ________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY
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Ladies and Gentlemen:
The undersigned hereby tenders to Inlet Acquisition Corp., a Delaware
corporation (the "Purchaser'") and a wholly owned subsidiary of Sears, Roebuck
and Co., a New York corporation ("Sears"), the above-described shares of common
stock, par value $.01 per share (the "Shares") of Lands' End, Inc., a Delaware
corporation (the "Company"), pursuant to the Purchaser's offer to purchase all
issued and outstanding Shares, at a purchase price of $62.00 per Share, net to
the seller in cash (the "Offer Price''), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 17, 2002 and in this
Letter of Transmittal (which together with any amendments or supplements
thereto or hereto, collectively constitute the "Offer").
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
effective upon acceptance for payment of the Shares tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to or upon the order of the Purchaser all right, title and
interest in and to all of the Shares that are being tendered hereby (and any
and all dividends, distributions, rights, other Shares or other securities
issued or issuable in respect thereof on or after the date hereof
(collectively, "Distributions")) and irrevocably constitutes and appoints
Mellon Investor Services LLC (the "Depositary") as the undersigned's true and
lawful agent and attorney-in-fact with respect to such Shares (and any and all
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates for such Shares (and any and all Distributions) or transfer
ownership of such Shares (and any and all Distributions) 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 Purchaser, (ii) present such Shares (and any and all
Distributions) for transfer on the books of the Company and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any and all Distributions), all in accordance with the terms of the
Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints the designees of the Purchaser, as the undersigned's attorneys-in-fact
and proxies of the undersigned, each with full power of substitution, (i) to
vote at any annual or special meeting of the Company's stockholders or any
adjournment or postponement thereof or otherwise in such manner as each such
attorney-in-fact and proxy or its, his or her substitute shall in its, his or
her sole discretion deem proper with respect to, (ii) to execute any written
consent concerning any matter as each such attorney-in-fact and proxy or its,
his or her substitute shall in its, his or her sole discretion deem proper with
respect to and (iii) to otherwise act as each such attorney-in-fact and proxy
or its, his or her substitute shall in its, his or her sole discretion deem
proper with respect to, all of the Shares (and any and all Distributions)
tendered hereby and accepted for payment by the Purchaser. This appointment
will be effective if and when, and only to the extent that, the Purchaser
accepts such Shares for payment pursuant to the Offer. This power of attorney
and proxy are irrevocable and are granted in consideration of the acceptance
for payment of such Shares in accordance with the terms of the Offer. Such
acceptance for payment shall, without further action, revoke any prior powers
of attorney and proxies granted by the undersigned at any time with respect to
such Shares (and any and all Distributions), and no subsequent powers of
attorney, proxies, consents or revocations may be given by the undersigned with
respect thereto (and, if given, will not be deemed effective). The Purchaser
reserves the right to require that, in order for the Shares to be deemed
validly tendered, immediately upon the Purchaser's acceptance for payment of
such Shares, the Purchaser must be able to exercise full voting, consent and
other rights with respect to such Shares (and any and all Distributions),
including voting at any meeting of the Company's stockholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any and all Distributions) and that, when the same are accepted for
payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title to such Shares (and any and all Distributions), free and
clear of all liens, restrictions, charges and encumbrances 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
Purchaser to be necessary or desirable to complete the
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sale, assignment and transfer of the Shares tendered hereby (and any and all
Distributions). In addition, the undersigned shall remit and transfer promptly
to the Depositary for the account of the Purchaser all Distributions in respect
of the Shares tendered hereby, accompanied by appropriate documentation of
transfer, and, pending such remittance and transfer or appropriate assurance
thereof, the Purchaser shall be entitled to all rights and privileges as owner
of each such Distribution and may withhold the entire purchase price of the
Shares tendered hereby or deduct from such purchase price the amount or value
of such Distribution as determined by the Purchaser in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that the valid tender of the Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase and
in the Instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Offer (and if the Offer is extended or amended, the terms or conditions of
any such extension or amendment). Without limiting the foregoing, if the price
to be paid in the Offer is amended in accordance with the Merger Agreement (as
defined in the Offer to Purchase), the price to be paid to the undersigned will
be the amended price notwithstanding the fact that a different price is stated
in this Letter of Transmittal. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all of the Shares purchased and, if
appropriate, return any certificates for the Shares not tendered or accepted
for payment in the name(s) of the registered holder(s) appearing above under
"Description of Shares Tendered." Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for the purchase price
of all of the Shares purchased and, if appropriate, return any certificates for
the Shares not tendered or not accepted for payment (and any accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing above under "Description of Shares Tendered." In the event that the
boxes entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue the check for the purchase price
of all Shares purchased and, if appropriate, return any certificates evidencing
Shares not tendered or not accepted for payment (and any accompanying
documents, as appropriate) in the name(s) of, and deliver such check and, if
appropriate, return any such certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box entitled "Special Payment Instructions," please credit any Shares
tendered herewith by book-entry transfer that are not accepted for payment by
crediting the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that the Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder thereof if the Purchaser does not accept for payment any of
the Shares so tendered.
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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the purchase price of Shares accepted
for payment and/or Share Certificates not tendered or accepted for payment are
to be issued in the name of someone other than the undersigned.
Issue: Check
Certificate(s) to
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Include Zip Code)
______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
(Also Complete Substitute Form W-9 Below)
Account Number: ____________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the purchase price of Shares accepted
for payment and/or Share Certificates not tendered or accepted for payment are
to be sent to someone other than the undersigned or to the undersigned at an
address other than that shown under "Description of Shares Tendered."
Mail: Check
Certificate(s) to
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Include Zip Code)
______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
(Also Complete Substitute Form W-9 Below)
5
IMPORTANT
STOCKHOLDER: SIGN HERE
(Please Complete Substitute Form W-9 Included Herein)
________________________________________________________________________________
________________________________________________________________________________
(Signature(s) of Owner(s))
Name(s) ________________________________________________________________________
Capacity (Full Title) __________________________________________________________
(See Instructions)
Address ________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _________________________________________________
Taxpayer Identification or
Social Security Number _________________________________________________________
(See Substitute Form W-9)
Dated: _________________________________________________________________ , 2002
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the 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 SIGNATURES
(If required--See Instructions 1 and 5)
Authorized Signature(s) ________________________________________________________
Name ___________________________________________________________________________
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _________________________________________________
Dated: __________________________________________________________________ , 2002
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in the Book-Entry Transfer Facility's systems whose name(s)
appear(s) on a security position listing as the owner(s) of the Shares) of
Shares tendered herewith, unless such registered holder(s) has completed either
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are
tendered for the account of a financial institution (including most commercial
banks, savings and loan associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program or by any other
"eligible guarantor institution," as such term is defined in Rule 17Ad-15 under
the Exchange Act (each, an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders if certificates are to be forwarded herewith or, unless an Agent's
Message is utilized, if tenders are to be made pursuant to the procedure for
tender by book-entry transfer set forth in Section 3 of the Offer to Purchase.
Share Certificates evidencing tendered Shares, or timely confirmation of a
book-entry transfer of Shares (a "Book-Entry Confirmation") into the
Depositary's account at the Book-Entry Transfer Facility, as well as this
Letter of Transmittal (or a manually signed facsimile hereof), properly
completed and duly executed, with any required signature guarantees, or an
Agent's Message in connection with a book-entry transfer, and any other
documents required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase). Stockholders whose
Share Certificates are not immediately available, or who cannot complete the
procedure for delivery by book-entry transfer on a timely basis or who cannot
deliver all other required documents to the Depositary prior to the Expiration
Date, may tender their Shares by properly completing and duly executing a
Notice of Guaranteed Delivery 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 made available by the Purchaser, must be received by the Depositary prior
to the Expiration Date and (iii) the Share Certificates (or a Book-Entry
Confirmation) evidencing all tendered Shares, in proper form for transfer, in
each case together with this Letter of Transmittal (or a manually signed
facsimile hereof), properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry delivery, an Agent's
Message) and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three trading days after the date of
execution of such Notice of the Guaranteed Delivery. If Share Certificates are
forwarded separately to the Depositary, a properly completed and duly executed
Letter of Transmittal must accompany each such delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND THE RISK OF THE TENDERING STOCKHOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). 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, conditional or contingent tenders will be accepted. All
tendering stockholders, by execution of this Letter of Transmittal (or a
manually signed facsimile hereof), waive any right to receive any notice of the
acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the Share
Certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.
7
4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer). If fewer than all of the Shares evidenced by any Share Certificate
are to be tendered, fill in the number of Shares that are to be tendered in the
box entitled "Number of Shares Tendered." In this case, new Share Certificates
for the Shares that were evidenced by your old Share Certificates, but were not
tendered by you, will be sent to you, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by Share Certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Share Certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
Share Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations.
If this Letter of Transmittal or any Share Certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Purchaser of the authority of such person
so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment is to be made or Share
Certificate(s) not tendered or not accepted for payment are to be issued in the
name of any person(s) other than the registered holder(s). Signatures on any
such Share Certificates or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Share Certificate(s) listed and transmitted hereby,
the Share Certificate(s) 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 the Share Certificate(s). Signature(s) on any such Share
Certificates or stock powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, the Purchaser or any successor entity thereto will pay all stock transfer
taxes with respect to the transfer and sale of any Shares to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be made
to, or if Share Certificate(s) for Shares not tendered or not accepted for
payment are to be registered in the name of, any person(s) other than the
registered holder(s), or if tendered Share Certificate(s) are registered in the
name of any person(s) other than the person(s) signing this Letter of
Transmittal, the purchase price will not be paid until such other person(s) has
paid any stock transfer taxes (whether imposed on the registered holder(s) or
such other person(s)) payable on account of the transfer to such other
person(s) and has submitted evidence satisfactory to the Purchaser of the
payment of such taxes, or exemption therefrom.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificate(s) evidencing the
Shares tendered hereby.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and, if appropriate, Share Certificates for Shares not tendered or
not accepted for payment are to be issued or returned
8
to, any person(s) other than the signer of this Letter of Transmittal or if a
check and, if appropriate, such Share Certificates are to be returned to any
person(s) other than the person(s) signing this Letter of Transmittal or to an
address other than that shown in this Letter of Transmittal, the appropriate
boxes on this Letter of Transmittal must be completed.
8. Substitute Form W-9. To avoid backup withholding, a tendering
stockholder is required to provide the Depositary with a correct taxpayer
identification number ("TIN") on Substitute Form W-9, which is provided under
"Important Tax Information" below, and to certify, under penalties of perjury,
that such number is correct, that such stockholder is not subject to backup
withholding of federal income tax and that such stockholder is a U.S. person
(as defined for U.S. federal income tax purposes). If a tendering stockholder
has been notified by the Internal Revenue Service ("IRS") that such stockholder
is subject to backup withholding, such stockholder must cross out item (2) of
the Certification box of the Substitute Form W-9 unless such stockholder has
since been notified by the IRS that such stockholder is no longer subject to
backup withholding. Failure to provide the information on the Substitute Form
W-9 may subject the tendering stockholder to backup withholding on the payment
of the purchase price of all Shares purchased from such stockholder. If the
tendering stockholder has not been issued a TIN and has applied for one or
intends to apply for one in the near future, such stockholder should write
"Applied For" in the space provided for the TIN in Part I of the Substitute
Form W-9 and sign and date the Substitute Form W-9. If "Applied For" is written
in Part I and the Depositary is not provided with a TIN by the time of payment,
the Depositary will withhold a portion of all payments of the purchase price to
such stockholder until a TIN is provided to the Depositary.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) may not be subject to backup withholding.
Foreign stockholders should submit an appropriate and properly completed IRS
Form W-8, a copy of which may be obtained from the Depositary, in order to
avoid backup withholding. Such stockholders should consult a tax advisor to
determine which Form W-8 is appropriate. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9"
for more instructions.
9. Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery, IRS Form W-8 and the
"Guidelines for Certification of Taxpayer Identification Number (TIN) on
Substitute Form W-9" may be directed to the Information Agent at the address
and phone numbers set forth below, or from brokers, dealers, commercial banks
or trust companies.
10. Lost, Destroyed or Stolen Certificates. If any certificate representing
Shares has been lost, destroyed or stolen, the stockholder should promptly
notify Wells Fargo Bank Minnesota, N.A., in its capacity as transfer agent for
the Shares (toll free telephone number: (800) 468-9716). The stockholder will
then be instructed as to the steps that must be taken in order to replace the
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates
have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES
MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH
CASE PRIOR TO THE EXPIRATION DATE.
9
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder who is a U.S. person (as defined
for U.S. federal income tax purposes) surrendering Shares must, unless an
exemption applies, provide the Depositary (as payer) with the stockholder's
correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this
Letter of Transmittal. If the stockholder is an individual, the stockholder's
TIN is such stockholder's social security number. If the correct TIN is not
provided, the stockholder may be subject to a $50 penalty imposed by the IRS
and payments of cash to the stockholder (or other payee) pursuant to the Offer
may be subject to backup withholding of a portion of all payments of the
purchase price.
Certain stockholders (including, among others, corporations and certain
foreign individuals and entities) may not be subject to backup withholding and
reporting requirements. In order for an exempt foreign stockholder to avoid
backup withholding, such person should complete, sign and submit an appropriate
Form W-8, signed under penalties of perjury, attesting to his or her exempt
status. A Form W-8 can be obtained from the Depositary. Exempt stockholders
other than foreign stockholders should furnish their TIN, write "Exempt" in
Part II of the Substitute Form W-9 and sign, date and return the Substitute
Form W-9 to the Depositary in order to avoid erroneous backup withholding. Such
stockholders should consult a tax advisor to determine which Form W-8 is
appropriate. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number (TIN) on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Depositary is required to withhold and
pay over to the IRS a portion of any payment made to a stockholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If backup 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 payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of the stockholder's correct TIN by
completing the Substitute Form W-9 included in this Letter of Transmittal
certifying (1) that the TIN provided on the Substitute Form W-9 is correct (or
that such stockholder is awaiting a TIN), (2) that the stockholder is not
subject to backup withholding because (a) the stockholder is exempt from backup
withholding, (b) the stockholder has not been notified by the IRS that the
stockholder is subject to backup withholding as a result of a failure to report
all interest and dividends or (c) the IRS has notified the stockholder that the
stockholder is no longer subject to backup withholding and (3) that the
stockholder is a U.S. person (as defined for U.S. federal income tax purposes).
What Number to Give the Depositary
The tendering stockholder is required to give the Depositary the TIN
(generally the social security number or employer identification number) of the
record holder of the Shares tendered hereby. If the Shares are in more than one
name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number (TIN) on
Substitute Form W-9" for additional guidance on which number to report. If the
tendering stockholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future, he, she or it should write
"Applied For" in the space provided for the TIN in Part I, sign and date the
Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer
Identification Number, which appears in a separate box below the Substitute
Form W-9. If "Applied For" is written in Part I and the Depositary is not
provided with a TIN by the time of payment, the Depositary will withhold a
portion of all payments of the purchase price until a TIN is provided to the
Depositary. If the Depositary is provided with an incorrect TIN in connection
with such payments, the stockholder may be subject to a $50.00 penalty imposed
by the IRS.
10
PAYER'S NAME: MELLON INVESTOR SERVICES LLC
[Enlarge/Download Table]
SUBSTITUTE Part I: Taxpayer Identification Number--For all accounts, Social Security Number
FORM W-9 enter Taxpayer Identification Number in the box at right. (For
most individuals, this is your social security number. If you OR
Department of the Treasury do not have a number, see Obtaining a Number in the
Internal Revenue Service enclosed Guidelines for Certification of Taxpayer Other Taxpayer Identification
Identification Number (TIN) on Substitute Form W-9 (the Number
Payer's Request for "Guidelines"). Certify by signing and dating below. _________________________________
Taxpayer Identification (If awaiting TIN, write
Number (TIN) Note: If the account is in more than one name, check in the "Applied For"
enclosed Guidelines to determine which number to give the
Please fill in your name and payer.
address below.
______________________________
----------------------------------------------------------------------------------------------------
Name Part II: For payees exempt from
backup withholding, see the enclosed Guidelines
______________________________ and complete as instructed therein.
Address (number and street)
______________________________
City, State and Zip Code
------------------------------------------------------------------------------------------------------------------------------------
Part III: 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 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 a failure to report all interest or dividends,
or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3) I am a U. S. person (as defined for United States federal income tax purposes).
Certification Instructions--You must cross out item (2) in Part III above if you have been notified by the IRS that you are subject
to backup withholding because you have failed to report all 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 that you are no
longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)
------------------------------------------------------------------------------------------------------------------------------------
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required
to avoid backup withholding.
Signature: __________________________________D_a_t_e_:_____________________________________________________________
------------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF A PORTION 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
INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING
(OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that until I provide a taxpayer identification number by the time
of payment, a portion of all reportable payments made to me thereafter may be
withheld until I provide a number.
Signature: __________________________ Date: _________________________
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MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE
ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF THE
COMPANY OR SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE FIRST
PAGE.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be directed to the Information Agent at its
telephone numbers and location listed below, and will be furnished promptly at
the Purchaser's expense. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers call collect: (212) 269-5500
All Others call toll-free: (800) 290-6429
The Dealer Manager for the Offer is:
MORGAN STANLEY
1585 Broadway
New York, New York 10036
(212) 761-4308
12
Dates Referenced Herein and Documents Incorporated by Reference
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