EX-99.(A)(1)(II) 3 exh99_a1ii.htm LETTER OF TRANSMITTAL Exhibit 99(a)(1)(ii)

Exhibit 99(a)(1)(ii)


LETTER OF TRANSMITTAL

to Tender Shares of Common Stock
of


JAVELIN Mortgage Investment Corp.

for

A Dollar Amount Equal to 87% of the Book Value per Share of Common Stock Determined Pursuant to the Terms

of the Offer to Purchase Dated March 7, 2016


In Response to the Offer to Purchase Dated March 7, 2016

of

JMI Acquisition Corporation
a wholly owned subsidiary of

ARMOUR Residential REIT, Inc.


 

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,

NEW YORK CITY TIME, ON FRIDAY, APRIL 1, 2016, UNLESS THE OFFER IS EXTENDED.

 


Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:


[cst_2.jpg]


If delivering by mail, hand, express mail, courier,
or other expedited service:


Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor
New York, New York 10004


In response to the offer of JMI Acquisition Corporation to purchase all the shares of JAVELIN Mortgage Investment Corp. common stock (“Common Stock”), the undersigned surrenders shares of Common Stock by delivering certificates or by book-entry transfer as follows:


DESCRIPTION OF SHARES SURRENDERED

Name(s) and Address(es) of Registered Owner(s)

 

 

 

(If Blank, Please Fill in Exactly as

 

 

Shares Surrendered

Name(s) Appear(s) on Certificate(s))

 

 

(Attach Additional Signed List if Necessary)

 

 

 

 

 

 

 

Certificate Shares

 

 

 

 

 

 

Total Number

 

 

 

 

 

 

 

 

 

 

 

 

of Shares

 

 

Number

 

 

Book Entry

 

 

 

Certificate

 

 

Represented by

 

 

of Shares

 

 

Shares

 

 

 

Number(s)*

 

 

Certificate(s)*

 

 

Surrendered**

 

 

Surrendered

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Shares

 

 

 

 

 

 

 

 

 

 

*   Need not be completed by tendering book-entry stockholders.

** Unless otherwise indicated, it will be assumed that all shares of common stock represented by the listed certificates are being surrendered. See Instruction 4.





DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.


This Letter of Transmittal is to be used to tender shares of Common Stock (“Shares”) of JAVELIN Mortgage Investment Corp. (the “Company”) in response to a solicitation of tenders by JMI Acquisition Corporation (the “Purchaser”). This Letter of Transmittal, or a related Agent’s Message (as defined in the Offer to Purchase), must be used whether certificates evidencing Shares are being forwarded with this Letter of Transmittal or whether delivery of Shares is being made by book-entry transfer to the account maintained by the Depositary at The Depositary Trust Company (the “Book-Entry Facility”) as described in the Offer to Purchase. Stockholders whose certificates are not immediately available or who cannot deliver their confirmation of the book-entry transfer of their Shares into the Depositary’s account at the Book-Entry Facility (“Book-Entry Confirmation”) at or before the Expiration Time (as defined in the Offer to Purchase) may use the guaranteed delivery procedure described in the Offer to Purchase to tender their shares. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

The offer is not being made to (and no tenders will be accepted from or on behalf of ) stockholders in any jurisdiction in which the making of the offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.


o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED HEREWITH.

 

 

o

CHECK HERE IF YOU HAVE LOST YOUR SHARE CERTIFICATE(S) AND REQUIRE ASSISTANCE IN OBTAINING REPLACEMENT CERTIFICATE(S). BY CHECKING THIS BOX, YOU UNDERSTAND THAT YOU MUST CONTACT CONTINENTAL STOCK TRANSFER & TRUST COMPANY TO OBTAIN INSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE INSTRUCTION 11.

 

 

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):


 

Name of Tendering Institution:

 

 

 

 

 

DTC Participant Number:

 

 

 

 

 

Transaction Code Number:

 


o

CHECK HERE IF TENDERED 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 THE NOTICE OF GUARANTEED DELIVERY):


 

Name(s) of Registered Owner(s):

 

 

 

 

 

Window Ticket Number (if any)

or DTC Participant Number:

 

 

 

 

 

Date of Execution of Notice

of Guaranteed Delivery:

 

 

 

 

 

Name of Institution which

Guaranteed Delivery:

 


NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.





Ladies and Gentlemen:

The undersigned hereby tenders to JMI Acquisition Corporation (the “Purchaser”), a Maryland corporation, the shares of Common Stock (“Shares”) of JAVELIN Mortgage Investment Corp. (the “Company”), a Maryland corporation, listed above, in response to the Purchaser’s offer (the “Offer”) to purchase all outstanding Shares at a price per share equal to 87% of the book value per share of Common Stock, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 7, 2016 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Offer to Purchase, contains the terms of the Offer).

Subject to, and effective upon, acceptance of the Shares tendered with this Letter of Transmittal for payment in accordance with the Offer, the undersigned hereby (i) sells, assigns, and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all the Shares that are being tendered with this Letter of Transmittal (and any other Shares or other securities issued or issuable in respect of those Shares after March 7, 2016), (ii) releases and discharges the Purchaser and the Company and their former, current or future directors, officers, employees, agents, representatives, and controlling persons or any affiliate thereof from any and all claims or causes of action of any kind that arise out of or are based upon their ownership or acquisition of the Shares, and (iii) irrevocably constitutes and appoints Continental Stock Transfer & Trust Company (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to those Shares (and any such other Shares or securities), with full power of substitution, (that power of attorney being an irrevocable power coupled with an interest) to (a) deliver certificates for the Shares (and any such other Shares or securities) or transfer ownership of the Shares (and any such other Shares or securities) on the account books maintained by the Book-Entry Facility, together in either case with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser 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 those Shares (and any such other Shares or securities) for transfer on the books of the Company and (c) otherwise exercise all rights of beneficial ownership of the Shares (and any such other Shares or securities), all in accordance with the terms of the Offer.

The undersigned irrevocably appoints the Purchaser, its officers and its designees, 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-in-fact and proxy or his or its substitute, in his or its sole discretion deems proper, and otherwise act (including acting by written consent without a meeting) with respect to, all the Shares tendered by this Letter of Transmittal which have been accepted for payment by the Purchaser prior to the time of the vote or action (and any other Shares or securities issued in respect of those Shares after March 7, 2016). This proxy is irrevocable and is granted in consideration of, and is effective upon, the deposit by the Purchaser with the Depositary of the purchase price for the Shares to which it relates, and acceptance of those Shares for payment, in accordance with the Offer. That acceptance for payment will revoke all prior proxies granted by the undersigned with regard to those Shares (and any such other Shares or other securities) and the undersigned will not give any subsequent proxies with respect to those Shares (or any such other Shares or other securities).

The undersigned represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered by this Letter of Transmittal (and any other Shares or other securities issued in respect of those Shares after March 7, 2016) and that, when those Shares are accepted for payment by the Purchaser, the Purchaser will acquire good and unencumbered titled to the Shares (and any such other Shares or other securities), free and clear of all liens, restrictions, charges, encumbrances or adverse claims. The undersigned, upon request, will execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered by this Letter of Transmittal (and any such other Shares or other securities) to the Purchaser.

The authority conferred in this Letter of Transmittal will not be affected by, and will survive, the death or incapacity of the undersigned, and any obligation of the undersigned under this Letter of Transmittal or otherwise resulting from the tender of the Shares to which this Letter of Transmittal relates will be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned. Except as stated in the Offer to Purchase, the tender made by this Letter of Transmittal 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 to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer.

Unless otherwise indicated in the box below captioned “Special Payment Instructions,” please issue the check for the purchase price of the Shares tendered by this Letter of Transmittal, and cause any Shares represented by certificates accompanying this Letter of Transmittal which are not being tendered, or are not accepted for payment, to be registered in the name(s) of the undersigned. Similarly, unless otherwise indicated in the box below captioned “Special Delivery Instructions,” please mail the check for the purchase price and deliver certificates representing any Shares which are not being tendered or are not accepted for payment (and accompanying documents, as appropriate) to the undersigned 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 certificates for any Shares that are not being tendered, or are not accepted for payment, in the name of, and deliver the check and certificates, or confirmation of transfer of the Shares at the Book-Entry Facility, to the person or persons indicated. Stockholders delivering Shares by book-entry transfer may request that any Shares not accepted for payment be returned by crediting an account at the Book-Entry Facility, by making an appropriate entry under “Special Payment Instructions.” The undersigned recognizes that the Purchaser has no obligation pursuant to the Special Payment Instructions or otherwise to transfer any tendered Shares which are not accepted for payment from the name of the registered holder of the Shares to the name of another person.






SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 5, 6, and 7)

 

To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.

 

 

Issue:

 

o

 Check and/or

o

 Share Certificates to:

 

 

Name:

 

 

(Please Print)

 

 

Address:

 

 

 

 

   

 

(Include Zip Code)

 

   

 

   

 

(Taxpayer Identification or Social Security Number)

 

 

o

Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.

 

 

 

 

 

(DTC Account Number)



SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 5, 6, and 7)

 

To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above.

 

 

Deliver:

 

o

 Check and/or

o

 Share Certificates to:

 

 

Name:

 

 

(Please Print)

 

 

Address:

 

 

 

 

  

 

(Include Zip Code)










IMPORTANT

 

SIGN HERE

 

(U.S. Holders Please Complete the Attached IRS Form W-9)

(Non-U.S. Holders Please Complete IRS Form W-8BEN or Other Applicable IRS Form W-8)

 

 

  

 

 

   

 

Signature(s) of Owner(s)

 

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted with this Letter of Transmittal. If signature is by trustees, executors, administrators, guardians, attorneys-at-fact, agents, officers of corporations or others acting in a fiduciary or representative capacity, please provide the information described in Instruction 5.)

 

 

Name(s):

 

 

(Please Print)

 

 

Capacity (full title):

 

 

 

 

 

Address:

 

 

(Include Zip Code)

 

 

Area Code and Telephone Number:

 

 

 

Tax Identification or Social Security No.:

 

 

(U.S. Holders Complete Form W-9 on reverse)

 

 

Dated:

 

, 2016

 

GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)

 

 

Authorized Signature:

 

 

 

 

 

Name:

 

 

(Please Print)

 

 

Title:

 

 

 

 

 

Name of Firm:

 

 

 

 

 

Address:

 

 

 

 

 

Area Code and Telephone Number:

 

 

 

Dated:

 

, 2016









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 (i) if this Letter of Transmittal is signed by the registered holder of the Shares tendered by it (which, for purposes of this document, includes any participant in the Book-Entry Facility whose name appears on a security position listing as the owner of Shares) unless the holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the reverse of this Letter of Transmittal or (ii) if those Shares are tendered for the account of a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company which has an office or correspondent in the United States (collectively, “Eligible Institutions”). 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 completed by stockholders either if certificates are being forwarded with it or if tenders of Shares are to be made in accordance with the procedures for delivery by book-entry transfer set forth in the Offer to Purchase. Certificates for all physically tendered Shares, or a Book-Entry Confirmation confirming book-entry transfer of Shares to an account of the Depositary, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or facsimile of one), or an Agent’s Message relating to a Letter of Transmittal, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its addresses set forth above at or prior to the Expiration Time (as defined in the Offer to Purchase). Stockholders whose certificates for Shares are not immediately available, or who cannot deliver Book-Entry Confirmation of book entry transfer of the Shares to the Depositary on or prior to the Expiration Time, may tender their Shares by properly completing and executing a Notice of Guaranteed Delivery in accordance with the guaranteed delivery procedure described in the Offer to Purchase. Pursuant to that procedure, (i) the 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 Purchaser, must be received by the Depositary prior to the Expiration Time and (iii) the certificates for all physically tendered Shares, or Book-Entry Confirmation regarding Shares tendered by book-entry transfer, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or facsimile of one) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery, all as provided in the Offer to Purchase.

The method of delivery of this Letter of Transmittal, the certificates for Shares and all other required documents, including delivery through the Book-Entry Facility, is at the option and risk of the tendering stockholder 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.

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 a facsimile of it), waive any right to receive any notice of the acceptance of their Shares for payment.

3.

Inadequate Space. If the space provided in this Letter of Transmittal is inadequate, the certificate numbers and numbers of Shares being tendered should be listed on a separate signed schedule which should be attached to this Letter of Transmittal.

4.

Partial Tenders. (Not applicable to stockholders who tender by book-entry transfer). If fewer than all the Shares evidenced by a certificate 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 your old certificate(s) will be sent to you, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Time. 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. If this Letter of Transmittal is signed by the registered holder(s) of the Shares being tendered, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s), without any alteration, enlargement or change whatsoever.

If any of the tendered Shares are owned of record by two or more joint owners, all the owners must sign this Letter of Transmittal.

If tendered Shares are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations on certificates.








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, that person should so indicate when signing, and submit evidence satisfactory to the Purchaser of the person’s authority so to act.

When this Letter of Transmittal is signed by the registered owner(s) of the Shares being tendered, no endorsements of certificates or separate stock powers are required, unless payment or certificates for Shares which are not tendered or purchased are to be issued to a person other than the registered owner(s), in which case, endorsements of certificates or separate stock powers are required and signatures on those 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 being tendered, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear on the certificates. Signatures on the certificates or stock powers must be guaranteed by an Eligible Institution.

6.

Stock Transfer Taxes. Except as set forth in this Instruction 6, the Purchaser will pay or cause to be paid any stock transfer taxes with respect to the transfer and sale to it of Shares it purchases pursuant to the Offer. If payment of the purchase price is to be made to, or if certificates for Shares which are not tendered or are not 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 anyone other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes payable on account of the transfer to another person (whether imposed on the registered holder or on the other person) will be deducted from the purchase price unless satisfactory evidence of the payment of, or an exemption from the need to pay, stock transfer taxes is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates submitted with this Letter of Transmittal.

7.

Special Payment and Delivery Instructions. If a check or certificates for unpurchased Shares are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if a check is to be sent or certificates are to be returned to someone other than the signer of this Letter of Transmittal or to an address other than the signer’s address shown above, the appropriate boxes on this Letter of Transmittal must be completed. Stockholders tendering Shares by book-entry transfer may request that any Shares which are not purchased be credited to an account maintained at the Book-Entry Facility which the stockholder designates. If no instructions are given, Shares tendered by book-entry transfer which are not purchased will be returned by crediting the account at the Book-Entry Facility designated above.

8.

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, the Information Agent at the address set forth below or from your broker, dealer, commercial bank or trust company.

9.

Waiver of Conditions. The conditions to the Offer, other than the condition described in the Offer to Purchase as the Minimum Condition, may be waived by the Purchaser, in whole or in part, at any time and from time to time in the Purchaser’s sole discretion, as to any Shares which are tendered.

10.

Form W-9. The tendering stockholder is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on the Form W-9 which is provided under “Important Tax Information” below.  You must cross out item (2) in Part II of the certification box on the Form W-9 if you are subject to backup withholding. Failure to provide the information on the Form W-9 may subject the tendering stockholder to 28% Federal income tax withholding from the payment of the purchase price.

11.

Lost, Destroyed or Stolen Certificates. If any certificates representing Shares has been lost, destroyed or stolen, the stockholders should promptly call the Company's transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”), for the Shares at 1-(917) 262-2378. The stockholder will then be instructed by the Transfer Agent as to the steps that must be taken 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 facsimile of it or an Agent’s Message relating to it), together with certificates or confirmation of book-entry transfer and all other required documents, or a Notice of Guaranteed Delivery, must be received by the Depositary at or prior to the Expiration Time.








IMPORTANT TAX INFORMATION


Under Federal income tax law, a stockholder whose tendered Shares are accepted for payment is required to provide the Depositary with the stockholder’s correct TIN on Form W-9 below. If the stockholder is an individual, the TIN is his or her social security number. If the Depositary is not provided with the correct TIN, the stockholder may be subject, among other things, to penalties imposed by the Internal Revenue Service. In addition, payments that are made to the stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding.


Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. A foreign corporation or individual may qualify as an exempt recipient or other payee by submitting to the Depositary a properly completed IRS Form W-8BEN, W-8BEN-E, W-8ECI or other applicable IRS Form W-8, signed under penalty of perjury attesting to such holder’s exempt status.  IRS Forms W-8 may be obtained at www.irs.gov.  See the enclosed Form W-9 for additional instructions.


If backup withholding applies, the Depositary is required to withhold 28% of any payments made to the stockholder. 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.


Purpose of 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 form below certifying that the TIN provided on the Form W-9 is correct (or that the stockholder is awaiting a TIN).


What Number to Give the Depositary


The stockholder is required to give the Depositary the social security number or employer identification number of the record owner of the Shares. If the Shares being tendered are in more than one name or are not in the name of the actual owner, consult the enclosed Form W-9 for additional guidelines on which number to report.  Failure to complete and return the Form W-9 may result in backup withholding of 28% of any payments made to you.















FOR ADDITIONAL INFORMATION CONTACT YOUR TAX

ADVISOR OR THE INTERNAL REVENUE SERVICE


























The Information Agent for the Offer is:


[alliance_advisors.jpg]


200 Broadacres Drive, 3rd Floor

Bloomfield, NJ  07003
Shareholders may call toll free: 888-991-1294
Banks and Brokers may call collect: 973-873-7721