FORM OF LETTER OF TRANSMITTAL
Published on December 23, 1996
LETTER OF TRANSMITTAL
TO TENDER UP TO 813,190
COMMON SHARES OF
RENAISSANCERE HOLDINGS LTD.
PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 23, 1996
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 22, 1997, UNLESS THE OFFER IS
EXTENDED.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Telephone Number:
(800) 777-3674
By Mail: Facsimile Number: By Hand or Overnight
P.O. Box 798 (201) 329-8936 Delivery:
Midtown Station Confirm Facsimile by Telephone: 13th Floor
New York, NY 10018 (201) 296-4209 120 Broadway
New York, NY 10271
---------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE
ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AND THE
ACCOMPANYING OFFER TO PURCHASE (AS DEFINED BELOW) SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders of
RenaissanceRe Holdings Ltd., a Bermuda company (the "Company"), either if
certificates ("Certificates") for Common Shares, par value $1.00 per share
(such shares, together with all other Common Shares of the Company, the
"Shares"), are to be forwarded herewith or if delivery is to be made by book-
entry transfer to the account maintained by ChaseMellon Shareholder Services,
L.L.C. (the "Depositary") at The Depository Trust Company ("DTC"), the Midwest
Securities Trust Company ("MSTC") or the Philadelphia Depository Trust Company
("PHDTC") (collectively, the "Book-Entry Transfer Facilities") pursuant to the
procedures set forth in Section 4 of the Company's Offer to Purchase, dated
December 23, 1996 (the "Offer to Purchase" and together with this letter, the
"Offer").
If a shareholder desires to accept the Offer and tender Shares pursuant to
the Offer and such shareholder's Certificates are not immediately available or
time will not permit all required documents to reach the Depositary prior to
the expiration of the Offer (the "Expiration Date"), or the procedures for
book-entry transfer cannot be completed on a timely basis, such Shares may
nevertheless be tendered if the guaranteed delivery procedures set forth in
Section 4 of the Offer to Purchase are followed. See Instruction 2. DELIVERY
OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------
* Need not be completed by shareholders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares described
above are being tendered. See Instruction 4.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ___________________________________
Check box of Book-Entry Transfer
Facility: [_] DTC [_] MSTC [_] PHDTC
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 Owner(s) __________________________________
Date of Execution of Notice of Guaranteed Delivery ______________
Window Ticket Number (If Any) ___________________________________
Name of Institution which Guaranteed Delivery ___________________
If delivery is by book entry transfer, check box:
[_] DTC [_] MSTC [_] PHDTC
PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to RenaissanceRe Holdings Ltd., a Bermuda
company (the "Company"), the above described Common Shares, par value $1.00
per share (such shares, together with all other Common Shares of the Company,
the "Shares"), pursuant to the Company's offer to purchase for cancellation up
to 813,190 Shares, at a price of $34.50 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in the Company's Offer to Purchase, dated December 23, 1996 (the "Offer
to Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Offer to Purchase, constitutes the
"Offer").
Subject to, and effective upon, acceptance for payment of 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, the Company all right, title and interest in and to all the
Shares that are being tendered hereby and that are being accepted for purchase
pursuant to the Offer (and any and all dividends, distributions, stock splits,
other Shares, rights or other securities issued or issuable in respect of the
Shares on or after December 23, 1996) which are payable or distributable to
shareholders of record on a date prior to the transfer into the name of the
Company or its nominees or transferees on the Company's transfer records of
the Shares purchased pursuant to the Offer (a "Distribution"), and irrevocably
constitutes and appoints the Depositary the true and lawful attorney-in-fact
and proxy of the undersigned with respect to such Shares (and any dividends,
distributions, other Shares, rights or securities, including Distributions)
with full power of substitution and resubstitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (a)
deliver certificates for such Shares (and any such dividends, distributions,
other Shares, rights or securities, including Distributions), or transfer
ownership of such Shares on the account books maintained by a Book-Entry
Transfer Facility, together in either such case with all accompanying
evidences of transfer and authenticity, to or upon the order of the Company
upon receipt by the Depositary, as the undersigned's agent, of the purchase
price (adjusted, if appropriate, as provided in the Offer to Purchase), (b)
present such Shares (and any dividends, distributions, other Shares, rights or
securities, including 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 any such dividends, distributions, other Shares,
rights or securities, including Distributions), all in accordance with the
terms of the Offer.
The undersigned hereby irrevocably appoints Keith S. Hynes and John D.
Nichols, Jr. and each of them, or any other designees of the Company, the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution and resubstitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to vote or act by written consent
in such manner as each such attorney and proxy or his substitute shall in his
sole discretion deem proper, and otherwise to act with respect to all the
Shares tendered hereby that have been accepted for payment by the Company
prior to the time of such vote or action (and any and all non- cash dividends,
distributions, other Shares, rights or securities issued or issuable in
respect thereof on or after December 23, 1996), at any meeting of shareholders
(whether regular or special and whether or not an adjourned meeting) of the
Company, or consent in lieu of any such meeting, or otherwise. All such powers
of attorney and proxies are irrevocable and coupled with an interest in the
tendered Shares and are granted in consideration of, and are effective when,
and only to the extent that, the Company accepts such Shares for payment. Such
acceptance for payment shall revoke any other proxies granted by the
undersigned at any time with respect to such Shares (and any such non-cash
dividends, distributions, other Shares, rights or other securities, including
Distributions) and no subsequent proxies or written consents will be given
(and if given will be deemed not to be effective) with respect thereto by the
undersigned.
The undersigned hereby represents and warrants that the undersigned has a
net long position in the Shares at least equal to the Shares being tendered
and has full power and authority to tender, sell, assign and transfer
3
the Shares tendered hereby (and any and all dividends, distributions, other
Shares, rights or other securities issued or issuable in respect thereof,
including Distributions, on or after December 23, 1996) and that, when the
same are accepted for payment by the Company, the Company will acquire good
and unencumbered title thereto, free and clear of all pledges, liens,
restrictions, charges, proxies and encumbrances and the same will not be
subject to any adverse claim.
Upon request, the undersigned will execute and deliver any additional
documents deemed by the Depositary or the Company to be necessary or desirable
to complete the sale, assignment and transfer of the Shares tendered hereby
(and any and all dividends, distributions, such other Shares, rights or other
securities, including Distributions). In addition, the undersigned shall
promptly remit and transfer to the Depositary for the account of the Company
any and all other Shares or other securities, including Distributions, issued
to the undersigned on or after December 23, 1996 in respect of Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending
such remittance or appropriate assurance thereof, the Company shall be
entitled to all rights and privileges as owner of any such other Shares or
other securities and may withhold the entire consideration or deduct from the
consideration the amount or value thereof, as determined by the Company in its
sole discretion.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned and any obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors,
administrators and legal and personal representatives of the undersigned.
Except as stated in the Offer to Purchase and this Letter of Transmittal, this
tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the Offer to Purchase and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment (and accompanying documents,
as appropriate) to the registered holder(s) appearing under "Description of
Shares Tendered" at the address shown below the undersigned's signature. If
both the Special Delivery Instructions and the Special Payment Instructions
are completed, please issue the check for the purchase price, and/or return
any certificates for Shares not tendered or accepted for payment in the name
of, and deliver said certificates and check and return such certificates to,
the person or persons so indicated. Shareholders delivering Shares by book-
entry transfer may request that any Shares not accepted for payment be
returned by crediting such account maintained at a Book-Entry Transfer
Facility as such shareholder may designate by making an appropriate entry
under "Special Payment Instructions." The undersigned recognizes that the
Company has no obligation pursuant to the Special Payment Instructions to
transfer any Shares from the name of the registered holder thereof if the
Company does not accept for payment any of the Shares so tendered. See
Instruction 8.
4
ODD LOTS
(SEE INSTRUCTION 7)
To be completed only if Shares are being tendered by or on behalf of
a person owning beneficially, as of the close of business on December
13, 1996, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[_]was the beneficial owner, as of the close of business on December
13, 1996, of an aggregate of fewer than 100 Shares, all of which
are being tendered; or
[_]is a broker, dealer, commercial bank, trust company or other
nominee which
(a) is tendering, for the beneficial owners thereof, Shares
with respect to which it is the record owner, and
(b) believes, based upon representations, made to it by such
beneficial owners, that each such person was the beneficial owner
as of the close of business on December 13, 1996, of an aggregate
of fewer than 100 Shares and is tendering all of such Shares.
5
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 8) (SEE INSTRUCTIONS 1, 5, 6 AND 8)
To be completed ONLY if certif- To be completed ONLY if certif-
icates for Shares not tendered icates for Shares not tendered
or not purchased and/or the or not purchased and/or the
check for the purchase price of check for the purchase price of
Shares purchased are to be is- Shares purchased are to be sent
sued in the name of someone to someone other than the under-
other than the undersigned, or signed, or to the undersigned at
if the Shares delivered by book- an address other than that shown
entry transfer which are not above.
purchased are to be returned by
credit to an account maintained Mail [_] Check [_] Certificate(s)
at a Book-Entry Transfer Facil- to:
ity other than that designated Name_____________________________
above. (PLEASE PRINT)
Issue [_] Check [_] Certificate(s) Address _________________________
to: _________________________________
(INCLUDE ZIP CODE)
Name ____________________________ _________________________________
(PLEASE PRINT) (TAX IDENTIFICATION OR SOCIAL
Address _________________________ SECURITY NO.)
_________________________________ (SEE SUBSTITUTE FORM W-9 ON THE
(INCLUDE ZIP CODE) REVERSE HEREOF)
_________________________________
(TAX IDENTIFICATION OR SOCIAL
SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON THE
REVERSE HEREOF)
[_]Credit unpurchased Shares de-
livered by book-entry trans-
fer to the Book-Entry Trans-
fer Facility account set
forth below:
Check appropriate box:
[_] DTC [_] MSTC [_] PHDTC
_________________________________
(ACCOUNT NUMBER)
6
SHAREHOLDERS SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
_____________________________________________________________
_____________________________________________________________
SIGNATURE(S) OF OWNER(S)
Dated: ______________________________________________________
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on Certificate(s) 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, agents, officers of
corporations or others acting in a fiduciary or
representative capacity, please provide the following
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 Number: _______________
GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 5 to
determine if required.)
Authorized Signature: _______________________________________
Name: _______________________________________________________
Name of Firm: _______________________________________________
Title: ______________________________________________________
Address: ____________________________________________________
Area Code and Telephone Number: _____________________________
Dated: _____________________
7
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 of the Shares (which term, for the purposes of this
document, shall include any participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Shares)
tendered herewith, unless such holder has completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the reverse hereof or (ii) if such Shares are to be tendered
for the account of a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the Securities Transfer
Agent's Medallion Program (collectively, "Eligible Institutions"). In all
other cases, all signatures on the Letter of Transmittal must be guaranteed by
an Eligible Institution. If the Certificates are registered in the name of a
person other than the signer of this Letter of Transmittal, or payment of the
purchase price is to be made or certificates for unpurchased Shares are to be
issued or returned to a person other than the registered owner, then the
tendered Certificates must be endorsed or accompanied by duly executed stock
powers, in either case signed exactly as the name or names of the registered
owner or owners appear on the certificates, with the signatures on the
certificates or stock powers guaranteed by an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by shareholders either if certificates are to
be forwarded herewith or if tenders of Shares are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in the Offer to
Purchase. Certificates for all physically tendered Shares, or timely
confirmation of any book-entry transfer into the Depositary's accounts at DTC,
MSTC or PHDTC or Shares tendered by book-entry transfer, as the case may be,
as well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) 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 on or prior to the Expiration Date (as defined
in the Offer to Purchase). Shareholders whose Common Share Certificates are
not immediately available (including, if the Distribution Date has occurred,
have not yet been distributed by the Company), or who cannot deliver their
certificates and all other required documents to the Depositary on or 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 the Notice of Guaranteed Delivery pursuant to
the guaranteed delivery procedure set forth in the Offer to Purchase. Pursuant
to such procedure: (i) such tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Company, must be received
by the Depositary on or before the Expiration Date and (iii) the certificates
for all tendered Shares or confirmation of any book-entry transfer into the
Depositary's account at DTC, MSTC or PHDTC of Shares tendered by book-entry
transfer, as the case may be, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase)), and all other documents
required by this Letter of Transmittal, must be received by the Depositary
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of such Notice of Guaranteed Delivery to the Depositary. If
Certificates are forwarded separately to the Depositary, a properly completed
and duly executed Letter of Transmittal (or a facsimile thereof) must
accompany each such delivery.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL AND
ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER AND, EXCEPT
AS OTHERWISE PROVIDED IN THIS INSTRUCTION 2, 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.
8
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution
of this Letter of Transmittal (or facsimile thereof), 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
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares evidenced by any certificate submitted
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 certificate(s)
for the remainder of the Shares that were evidenced by old certificate(s) will
be sent to the registered holder, unless otherwise provided in the boxes
entitled "Special Payment Instructions" or "Special Delivery Instructions" on
this Letter of Transmittal, as soon as practicable after the Expiration Date.
All Shares represented by 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. (a)
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 certificate(s) without alteration,
enlargement or any change whatsoever.
(b) 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.
(c) 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
certificates.
(d) If this Letter of Transmittal or any 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 Company of such person's authority so to
act must be submitted.
(e) When this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not tendered or purchased are to be issued in the name
of, a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution
(unless signed by an Eligible Institution).
(f) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares listed, the certificates must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as
the name or names of the registered holder(s) appear on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
6. TRANSFER TAXES. Except as set forth in this Instruction 6, the Company
will pay or cause to be paid any transfer taxes with respect to the transfer
and sale of purchased Shares to it or its order pursuant to the Offer. If
payment of the purchase price is to be made to, or if certificates for Shares
not tendered or purchased are to be registered in the name of, any person
other than the registered holder, 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 transfer taxes (whether imposed on the
registered holder or such other person) payable on account of the transfer to
such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
9
7. ODD LOTS. As described in Section 2 of the Offer to Purchase, if the
Company purchases less than all Shares tendered before the Expiration Date and
not withdrawn, the Shares purchased first will consist of all Shares tendered
by any shareholder who owned beneficially, as of December 13, 1996, an
aggregate of fewer than 100 Shares and who tenders all such Shares. This
preference will not be available unless the box contained herein captioned
"Odd Lots" is completed.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in
the name of, and/or 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 certificates for unpurchased Shares are to be returned to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Shareholders tendering Shares by book-entry
transfer may request that the Shares not purchased be credited to such account
maintained at a Book-Entry Transfer Facility as such shareholder may designate
hereon. If no such instructions are given, such Shares not purchased will be
returned by crediting the account at a Book-Entry Transfer Facility designated
above. See Instruction 1.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may
be directed to, or additional copies of the Offer to Purchase and this Letter
of Transmittal may be obtained from, either the Information Agent or the
Dealer Manager at their respective addresses set forth below or from your
broker, dealer, commercial bank or trust company.
10. IRREGULARITIES. All questions as to the validity (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by the Company, in its sole discretion, whose determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
determined by it not to be in the appropriate form or the acceptance for
purchase of which may, in the opinion of its counsel, be unlawful. As set
forth in the Offer to Purchase, the Company also reserves the absolute right
to waive any of the conditions of the Offer or any defect or irregularity in
the tender of any Shares of any particular shareholder whether or not similar
defects or irregularities are waived in the case of other shareholders. The
Company's interpretations of the terms and conditions of the Offer (including
these instructions) will be final and binding. Unless waived, any defects or
irregularities must be cured within such time as the Company shall determine.
None of the Company, the Dealer Manager, the Depositary, the Information Agent
or any other person will be under any duty to give notice of any defects or
irregularities in tenders or shall incur any liability for failure to give any
such notification. Tenders shall not be deemed to have been made until all
defects and irregularities have been cured or waived.
11. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under federal income tax
laws, a shareholder whose tendered Shares are accepted for payment is required
to provide the Depositary with such shareholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below and certify under
penalties of perjury that such number is correct and that such shareholder is
not subject to backup withholding. If the Depositary is not provided with the
correct TIN and certifications are not provided, the Internal Revenue Service
may subject the shareholder or other payee to a $50 penalty. In addition,
payments that are made to such shareholder or other payee with respect to
Shares or Rights purchased pursuant to the Offer may be subject to 31% backup
withholding.
Certain shareholders (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 shareholder 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 shareholder 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.
10
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
shareholder 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, the
shareholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% of all payments made prior to the time a properly certified TIN
is provided to the Depositary.
The shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares or Rights or of the last transferee appearing on the transfers attached
to, or endorsed on, the Shares or Rights. If the Shares or Rights 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.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Information Agent. The shareholder will then be instructed
as to the steps that must be taken in order to replace the certificate(s).
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 FACSIMILE THEREOF) OR AN AGENT'S
MESSAGE, TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND
ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY, OR THE
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR
TO THE EXPIRATION DATE.
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TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
(SEE INSTRUCTION 10)
PAYER'S NAME: CHASE MELLON SHAREHOLDER SERVICES, L.L.C.
- -------------------------------------------------------------------------------
PART I--PLEASE PROVIDE YOUR Social security
SUBSTITUTE TIN IN THE BOX AT THE RIGHT number
FORM W-9 AND CERTIFY BY SIGNING AND OR
DATING BELOW.
---------------
Employer
identification
number
------------------------------------------------------
PART 2 -- CERTIFICATION -- UNDER PENALTIES OF
PERJURY, I CERTIFY THAT:
DEPARTMENT OF THE (1) The number shown on this form is my correct
TREASURY INTERNAL Taxpayer Identification Number (or I am
REVENUE SERVICE waiting for a number to be issued to me); and
(2) I am not subject to backup withholding
because (i) I am exempt from backup
withholding, (ii) I have not been notified by
the Internal Revenue Service (the "IRS") that
I am subject to backup withholding as a
result of a failure to report all interest or
dividends, or (iii) the IRS has notified me
that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS -- You must cross
PAYER'S REQUEST FOR out item (2) in part 2 above if you have been
TAXPAYER IDENTIFICATION notified by the IRS that you are subject to
NUMBER (TIN) backup withholding because of under-reporting
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).
------------------------------------------------------
PART 3
Signature: .......... Date: .....
Awaiting
Name (Please Print) .............. TIN RIGHT ARROW
[_]
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.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 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 (i) 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 (ii) 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.
Signature ____________________________________________ Date _____________
Name (Please Print) _______________________________________________________
FACSIMILE COPIES OF THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY
EXECUTED, WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES
AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH
SHAREHOLDER OF THE COMPANY OR HIS BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH
ABOVE.
Questions and requests for assistance may be directed to the Information
Agent or to the Dealer Manager as 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.
The Information Agent for the Offer is:
[LOGO] MACKENZIE
PARTNERS, INC.
156 Fifth Avenue, 9th Floor
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL FREE (800) 322-2885
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281
(212) 449-8209 (call collect)
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