EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
to
Tender Shares of Common Stock
(Including the Associated Preferred Share Purchase Rights)
of
Wynn's International, Inc.
Pursuant to the Offer to Purchase
dated June 22, 2000
by
WI Holding Inc.,
a wholly owned subsidiary of
Parker-Hannifin Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON THURSDAY, JULY 20, 2000, UNLESS THE OFFER IS
EXTENDED.
The Depositary for the Offer is:
National City Bank
By Mail: By Hand/Overnight
Delivery:
National City Bank,
National City Bank, Depositary
Depositary Corporate Trust
P.O. Box 94720 Operations
Cleveland, Ohio 44101- Third Floor--North Annex
4720 4100 West 150th Street
Cleveland, Ohio 44135-
1385
By Facsimile Transmission
(For Eligible
Institutions Only):
(216) 252-9163
Confirm Facsimile Transmission by Telephone:
(800) 622-6757
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders either if
certificates for Shares (as defined below) are to be forwarded herewith or,
unless an Agent's Message (as defined in the Offer to Purchase) is utilized,
if tenders of Shares are to be made by book-entry transfer to an account
maintained by National City Bank (the "Depositary") at The Depository Trust
Company ("DTC") (the "Book-Entry Transfer Facility"), pursuant to the
procedures set forth in Section 3 of the Offer to Purchase. Stockholders who
tender Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders."
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase) or who
cannot complete the procedures for book-entry transfer on a timely basis and
who wish to tender their shares, must do so according to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase. See
Instruction 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
NOTE: SIGNATURES MUST BE PROVIDED ON THE INSIDE AND REVERSE BACK COVER. PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
[_]CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.
PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------
Name(s) and Address(es) of
Registered Holder(s)
(Please Fill in, if Blank, Share Certificate(s) and
Exactly as Name(s) Appear(s) Share(s) Tendered
on Share Certificate(s)) (Attach Additional List, if Necessary)
- --------------------------------------------------------------------------------
Total Number
of Shares
Represented by Number
Share Certificate Share of Shares
Number(s)* Certificate(s)* Tendered**
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Total Shares
- --------------------------------------------------------------------------------
* Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated it will be assumed that all Shares represented
by Share Certificates delivered to the Depositary are being tendered. See
Instruction 4.
Ladies and Gentlemen:
The undersigned hereby tenders to WI Holding Inc. ("Merger Sub"), a Delaware
corporation and a wholly owned subsidiary of Parker-Hannifin Corporation, an
Ohio corporation (the "Purchaser"), the above-described shares of common
stock, par value $0.01 per share, including the associated preferred share
purchase rights (the "Shares"), of Wynn's International, Inc., a Delaware
corporation (the "Company"), pursuant to Merger Sub's offer to purchase all
outstanding Shares at a price of $23.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated June 22, 2000 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which collectively, together with the Offer to Purchase and any amendments or
supplements hereto or thereto, constitute the "Offer"). The undersigned
understands that Merger Sub reserves the right to transfer or assign, in whole
or from time to time in part, to one or more of its subsidiaries or affiliates
the right to purchase all or any portion of the Shares tendered pursuant to
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, the undersigned hereby sells, assigns, and transfers
to, or upon the order of, Merger Sub all right, title and interest in and to
all Shares that are being tendered hereby and all dividends or distributions
(including, without limitation, the issuance of additional Shares pursuant to
a stock dividend or stock split, the issuance of other securities, the
issuance of rights for the purchase of any securities, or any cash dividends)
that are declared, paid or distributed in respect of such Shares by the
Company on or after the date of the Offer to Purchase and are payable or
distributable to stockholders of record on a date prior to the transfer into
the name of Merger Sub or its nominees or transferees on the Company's stock
transfer records of the Shares purchased pursuant to the Offer (collectively
"Distributions"), and constitutes and irrevocably appoints the Depositary the
true and lawful agent, attorney-in-fact and proxy of the undersigned to the
full extent of the undersigned's rights with respect to such Shares (and all
Distributions) with full power of substitution (such power of attorney and
proxy being deemed to be an irrevocable power coupled with an interest), to
(a) deliver Share Certificates evidencing such Shares (and all Distributions),
or transfer ownership of such Shares (and all Distributions) on the account
books maintained by the Book-Entry Transfer Facility, together in either such
case with all accompanying evidences of transfer and authenticity, to or upon
the order of Merger Sub upon receipt by the Depositary, as the undersigned's
agent, of the purchase price, (b) present such Shares (and all Distributions)
for transfer on the books of the Company and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and all
Distributions), all in accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints designees of Merger Sub, and
each of them, the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution, to vote in such manner as each such attorney and
proxy or his or her substitute shall, in his or her sole discretion, deem
proper, and otherwise act (by written consent or otherwise) with respect to
all Shares tendered hereby which have been accepted for payment by Merger Sub
prior to the time of such vote or action (and all Distributions) which the
undersigned is entitled to vote at any meeting of stockholders of the Company
(whether annual or special and whether or not an adjourned meeting), or by
written consent in lieu of such meeting, or otherwise. This power of attorney
and proxy is coupled with an interest in the Shares and is irrevocable and is
granted in consideration of, and is effective upon, the acceptance for payment
of such Shares by Merger Sub in accordance with the terms of the Offer. Such
acceptance for payment shall revoke, without further action, any other power
of attorney or proxy granted by the undersigned at any time with respect to
such Shares (and all Distributions) and no subsequent powers of attorney or
proxies will be given (and if given will be deemed not to be effective) with
respect thereto by the undersigned. The undersigned understands that Merger
Sub reserves the right to require that, in order for Shares to be deemed
validly tendered, immediately upon Merger Sub's acceptance for payment of such
Shares, Merger Sub is able to exercise full voting rights with respect to such
Shares (and all Distributions), including voting at any meeting of
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 all Distributions) and that when the same are accepted for payment
by Merger Sub, Merger Sub will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and the same will not be subject to any adverse claim. The undersigned, upon
request, will execute and deliver any additional documents deemed by the
Depositary or Merger Sub to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby (and all Distributions).
In addition, the undersigned shall promptly remit and transfer to the
Depositary for the account of Merger Sub any and all other Distributions in
respect of the Shares tendered hereby, accompanied by appropriate
documentation of transfer and, pending such remittance or appropriate
assurance thereof, Merger Sub shall be entitled to all rights and privileges
as owner of such Distributions and may withhold the entire purchase price or
deduct from the purchase price of Shares tendered hereby the amount or value
thereof, as determined by Merger Sub in its sole discretion.
No authority herein conferred or herein agreed to be conferred shall be
affected by, and all such authority shall survive, the death or incapacity of
the undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, legal and personal representatives,
successors and assigns of the undersigned. Tenders of Shares pursuant to the
Offer are irrevocable, except that Shares tendered pursuant to the Offer may
be withdrawn at any time on or prior to the Expiration Date.
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 hereto will constitute a binding agreement between the
undersigned and Merger Sub upon the terms and subject to the conditions of the
Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
Certificates not tendered or accepted for payment in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price and/or return any
Share Certificates not tendered or accepted for payment (and accompanying
documents as appropriate) to the undersigned at the address shown below the
undersigned's signature. In the event that both the "Special Delivery
Instructions" and the "Special Payment Instructions" are completed, please
issue the check for the purchase price and/or return any Share Certificates
not tendered or accepted for payment in the name(s) of, and deliver said check
and/or return certificates to, the person or persons so indicated.
Stockholders tendering Shares by book-entry transfer may request that any
Shares not accepted for payment be returned by crediting such account
maintained at the Book-Entry Transfer Facility as such stockholder may
designate by making an appropriate entry under "Special Payment Instructions."
The undersigned recognizes that Merger Sub has no obligation pursuant to the
"Special Payment Instructions" to transfer any Shares from the name of the
registered holder thereof if Merger Sub does not accept for payment any of
such Shares.
SPECIAL PAYMENT INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS
Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the
To be completed ONLY if the check for the purchase price of
check for the purchase price of Shares and/or Share Certificates
Shares and/or Share Certificates evidencing Shares not tendered or
evidencing Shares not tendered or not purchased are to be sent to
not purchased are to be issued in someone other than the under-
the name of someone other than signed, or to the undersigned at
the undersigned, or if Shares an address other than that desig-
tendered by book-entry transfer nated on the front cover.
which are not purchased are to be
returned by credit to an account Mail check and/or certificates
maintained at the Book-Entry to:
Transfer Facility other than that
designated on the front cover. Name: ____________________________
(Please Print)
Issue check and/or certificates Address: _________________________
to:
__________________________________
Name: ____________________________ (Include Zip Code)
(Please Print)
Address: _________________________ __________________________________
(Taxpayer Identification or
__________________________________ Social Security No.)
(Include Zip Code)
__________________________________
(Tax Identification or Social
Security No.)
(See Substitute Form W-9)
Credit unpurchased Shares ten-
dered by book-entry transfer to
the Book-Entry Transfer Facility
account set forth below:
- -
__________________________________
(Account Number)
IMPORTANT--SIGN HERE
(Please complete Substitute Form W-9)
X .....................................................
X .....................................................
Signature(s) of Owner(s)
Dated: .....................
(Must be signed by the registered holder(s) exactly as
name(s) appear(s) on the 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
trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity,
please provide the necessary information. See
Instruction 5.)
Name(s): ..............................................
.......................................................
(Please Print)
Capacity (full title): ................................
Address: ..............................................
(Include Zip Code)
Area Code and Telephone Number: .......................
Tax Identification or Social Security No.: ............
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(If Required--See Instructions 1 and 5)
Authorized Signature: .................................
Name (Please print): ..................................
Name of Firm: .........................................
Address: ..............................................
(Include Zip Code)
Area Code and Telephone Number: .......................
Dated: ..............., 2000
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) of the Shares tendered
herewith, unless such holder(s) has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on
the inside front cover hereof or (ii) if such Shares are tendered for the
account of a firm that is a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the
Securities Transfer Agents Medallion Program (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. Delivery of Letter of Transmittal and Certificates. This Letter of
Transmittal is to be used either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in
Section 3 of the Offer to Purchase. Share Certificates, or timely confirmation
of a book-entry transfer (a "Book-Entry Confirmation") of such Shares into the
Depositary's account at the Book-Entry Transfer Facility, as well as this
Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in the
case of a book-entry delivery, 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. Stockholders whose Share
Certificates are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary prior to the
Expiration Date or who cannot complete the procedures for delivery by book-
entry transfer on a timely basis may tender their Shares by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures 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
Merger Sub, must be received by the Depositary on or prior to the Expiration
Date; and (iii) the Share Certificates (or a Book-Entry Confirmation)
representing all tendered Shares, in proper form for transfer together with a
properly completed and duly executed Letter of Transmittal (or a facsimile
hereof), 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 NYSE
trading days after the date of execution of such Notice of Guaranteed
Delivery. A "NYSE trading day" is any day on which The New York Stock Exchange
is open for business. If Share Certificates are forwarded separately to the
Depositary, a properly completed and duly executed Letter of Transmittal (or
facsimile hereof) must accompany each such delivery.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND SOLE 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, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal or facsimile hereof, waive any right to receive
any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided under "Description of Shares
Tendered" is inadequate, the certificate numbers and/or the number of Shares
and any other required information should be listed on a separate schedule
attached hereto and separately signed on each page thereof in the same manner
as this Letter of Transmittal is signed.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares evidenced by any Share Certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
which are to be tendered in the box entitled "Number of Shares Tendered." In
such case, new Share Certificate(s) for the remainder of the Shares that were
evidenced by the old Share Certificate(s) will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the
appropriate box marked "Special Payment Instructions" and/or "Special Delivery
Instructions" 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 exactly 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 owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Share Certificates.
If this Letter of Transmittal or any Share Certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to Merger Sub of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered owner(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 to or Share
Certificates for Shares not tendered or purchased are to be issued in the name
of a person other than the registered owner(s). Signatures on 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 owner(s) of the Shares listed, the Share Certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner(s) appear(s) on the
certificates. Signatures on such Share Certificates or stock powers must be
guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6, Merger
Sub will pay or cause to be paid any stock transfer taxes with respect to the
transfer and sale of purchased 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 Certificates for Shares not tendered or purchased are to be registered
in the name of, any person other than the registered holder(s), or if tendered
certificates 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) or such person) payable on
account of the transfer to such person will be deducted from the purchase
price received by such holder(s) pursuant to this Offer (i.e., such purchase
price will be reduced) unless satisfactory evidence 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 share certificates listed in this
Letter of Transmittal.
7. Special Payment and Delivery Instructions. If (i) a check is to be issued
in the name of and/or (ii) Share Certificates for unpurchased Shares are to be
returned to a person other than the signer of this Letter of Transmittal or if
a check is to be sent and/or such certificates are to be returned to someone
other than the signer of this Letter of Transmittal or to an address other
than that shown on the front cover hereof, the appropriate boxes on this
Letter of Transmittal should be completed. Book-Entry Stockholders may request
that Shares not purchased be credited to such account maintained at the Book-
Entry Transfer Facility as such Book-Entry Stockholder may designate hereon.
If no such instructions are given, such Shares not purchased will be returned
by crediting the account at the Book-Entry Transfer Facility designated above.
See Instruction 1.
8. Requests for Assistance or Additional Copies. Requests for assistance may
be directed to the Information Agent or the Dealer Manager at their respective
addresses or telephone numbers set forth below. Requests for additional copies
of the Offer to Purchase, the Letter of Transmittal and other tender offer
materials may be directed to the Information Agent or to brokers, dealers,
commercial banks or trust companies.
9. 31% Backup Withholding; Substitute Form W-9. Under U.S. Federal income
tax law, a stockholder whose tendered Shares are accepted for payment is
required to provide the Depositary with such stockholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the Depositary
is not provided with the correct TIN, or an adequate basis for exemption, the
Internal Revenue Service may subject the stockholder or other payee to a $50
penalty, and the gross proceeds of any payments that are made to such
stockholder or other payee with respect to Shares purchased pursuant to the
Offer may be subject to 31% backup withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for more
instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any such payments made to the stockholder or other payee. Backup withholding
is not an additional tax. Rather, the 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.
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 such stockholder's correct TIN by
completing a Substitute Form W-9 certifying (i) that the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN),
and (ii) that (a) such stockholder is exempt from backup withholding or (b)
such stockholder has not been notified by the Internal Revenue Service that
such stockholder 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 stockholder that such stockholder is no longer subject to backup
withholding.
Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt
holder must enter its correct TIN in Part 1 of Substitute Form W-9, write
"Exempt" in Part 2 of such form, and sign and date the form. See the enclosed
Guidelines for Certification of Taxpayer Identification Number of Substitute
Form W-9 (the "W-9 Guidelines") for additional instructions. In order for a
nonresident alien or foreign entity to qualify as exempt, such person must
submit a completed Form W-8, "Certificate of Foreign Status" signed under
penalties of perjury attesting to such exempt status. Such forms may be
obtained from the Payor.
If you do not have a TIN, consult the W-9 Guidelines for instructions on
applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of
the Substitute Form W-9, and sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set forth herein. If
you do not provide your TIN to the Payor within 60 days, backup withholding
will begin and continue until you furnish your TIN to the Payor. Note: Writing
"applied for" on the form means that you have already applied for a TIN or
that you intend to apply for one in the near future.
The stockholder is required to give the Depositary the TIN of the record
owner of the Shares or of the last transferee appearing on the transfers
attached to, or endorsed on, the Shares. 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 on Substitute
Form W-9" for additional guidance on which number to report.
10. Lost, Destroyed or Stolen Certificates. If any Share Certificate(s) has
been lost, destroyed or stolen, the stockholder should promptly notify the
Company's transfer agent, ChaseMellon Shareholder Services for assistance.
The address is P.O. Box 3317, Hackensack, New Jersey 07606. The phone number
is (800) 756-3353. The stockholder will then be instructed as to the steps
that must be taken in order to replace the Share Certificate(s). This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost or destroyed Share Certificates have been followed.
Important: This Letter of Transmittal (or a facsimile copy hereof) or an
agent's message together with Share Certificates or confirmation of Book-Entry
Transfer or a properly completed and duly executed Notice of Guaranteed
Delivery and all other required documents must be received by the Depositary
on or prior to the Expiration Date.
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS OF SECURITIES
(See Instruction 9)
PAYOR'S NAME: NATIONAL CITY BANK
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND TIN
FORM W-9 CERTIFY BY SIGNING AND --------------------
DATING BELOW. (Social Security Number
OR Employer
Identification Number)
---------------------------------------------------------
Part 2--For payees exempt from backup withholding
(see instructions)
---------------------------------------------------------
Department of Part 3--Certifications--Under penalties of perjury, I
the Treasury certify that:
Internal
Revenue (1) The number shown on this form is my correct
Service 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 (the "IRS") that I am subject to
backup withholding as a result of failure to
report all interest or dividends, or (c) the IRS
Payor's Request for has notified me that I am no longer subject to
Taxpayer backup withholding.
Identification ---------------------------------------------------------
Number ("TIN") and Signature Date
Certification
- --------------------------------------------------------------------------------
You must cross out item (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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN PART 1 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (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 to the
payor within 60 days, 31% of all reportable payments made to me will be
withheld.
____________________________________ ____________________________________
Signature Date
- --------------------------------------------------------------------------------
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.
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, Share Certificates 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
below:
The Depositary for the Offer is:
National City Bank
By Mail: By Hand/Overnight
Delivery:
National City Bank, Depositary
National City Bank, Depositary
- -------------------------------------- -------------------------------------
P.O. Box 94720 Corporate Trust Operations
- -------------------------------------- -------------------------------------
Cleveland, Ohio 44101-4720 Third Floor--North Annex
- -------------------------------------- -------------------------------------
4100 West 150th Street
-------------------------------------
Cleveland, Ohio 44135-1385
-------------------------------------
By Facsimile Transmission
(For Eligible Institutions Only):
(216) 252-9163
------------------------------
Confirm Facsimile Transmission by Telephone:
(800) 622-6757
------------------------------
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone
numbers listed below. Additional copies of the Offer to Purchase, the Letter
of Transmittal, the Notice of Guaranteed Delivery and other tender offer
materials may be obtained from the Information Agent as set forth below, and
will be furnished promptly at Merger Sub'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:
[LOGO OF GEORGESON SHAREHOLDER]
17 State Street, 10th Floor
New York, New York 10004
(800) 223-2064 (Toll Free)
Banks and Brokerage Firms
please call collect:
(212) 440-9800
The Dealer Manager for the Offer is:
MORGAN STANLEY DEAN WITTER
Morgan Stanley & Co. Incorporated
One Financial Place
440 South LaSalle Street
Chicago, Illinois 60605
(312) 706-4448