-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HR5E6WH9sV1Y7XpWb0eP4RFaJz+oe8RlRIeVEeKEa5vS0SKXnHUKkkOXTrr9U4UE 0Md7+3J+YEavGBgxjbX19A== 0001047469-99-032029.txt : 19990816 0001047469-99-032029.hdr.sgml : 19990816 ACCESSION NUMBER: 0001047469-99-032029 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990813 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EKCO GROUP INC /DE/ CENTRAL INDEX KEY: 0000018827 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 112167167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-10179 FILM NUMBER: 99689753 BUSINESS ADDRESS: STREET 1: 98 SPIT BROOK RD STREET 2: SUITE 102 CITY: NASHUA STATE: NH ZIP: 03062 BUSINESS PHONE: 6038881212 MAIL ADDRESS: STREET 1: 98 SPIT BROOK RD STREET 2: SUITE 102 CITY: NASHUA STATE: NH ZIP: 03062 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS CORP DATE OF NAME CHANGE: 19880504 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS DATA COMPUTER CORP DATE OF NAME CHANGE: 19870304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EKCO GROUP INC /DE/ CENTRAL INDEX KEY: 0000018827 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 112167167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 98 SPIT BROOK RD STREET 2: SUITE 102 CITY: NASHUA STATE: NH ZIP: 03062 BUSINESS PHONE: 6038881212 MAIL ADDRESS: STREET 1: 98 SPIT BROOK RD STREET 2: SUITE 102 CITY: NASHUA STATE: NH ZIP: 03062 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS CORP DATE OF NAME CHANGE: 19880504 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS DATA COMPUTER CORP DATE OF NAME CHANGE: 19870304 SC 14D9/A 1 SCHEDULE 14D-9/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-9/A AMENDMENT NO. 1 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 EKCO GROUP, INC. (Name of Subject Company) EKCO GROUP, INC. (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.01 PER SHARE SERIES B ESOP CONVERTIBLE PREFERRED STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 282636109 (CUSIP NUMBER OF COMMON STOCK) ------------------------ DONATO A. DENOVELLIS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER EKCO GROUP, INC. 98 SPIT BROOK ROAD, SUITE 102 NASHUA, NEW HAMPSHIRE 03062 (603) 888-1212 (Name, address and telephone number of person authorized to receive notice and communication on behalf of the person(s) filing statement). WITH A COPY TO: PETER S. LAWRENCE, ESQ. MICHAEL L. FANTOZZI, ESQ. MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. ONE FINANCIAL CENTER BOSTON, MASSACHUSETTS 02111 (617) 542-6000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
@ Exhibit 1 Agreement and Plan of Merger among Ekco Group, Inc., CCPC Acquisition Corp. and EG Two Acquisition Co., dated as of August 5, 1999. @ Exhibit 2 Amendment to the Agreement and Plan of Merger among Ekco Group, Inc., CCPC Acquisition Corp. and EG Two Acquisition Co., dated as of August 10, 1999. @ Exhibit 3 Guarantee dated August 5, 1999 exclusively executed by Borden, Inc. in favor of Ekco Group, Inc. @ Exhibit 4 Confidentiality Agreement between Ekco Group, Inc. and Borden, Inc., dated as of May 3, 1999. @ Exhibit 5 Letter to Stockholders of Ekco Group, Inc., dated August 12, 1999.* + Exhibit 6 Press Release issued by Ekco Group, Inc., CCPC Acquisition Corp. and EG TWO Acquisition Co. on August 5, 1999 (incorporated by reference to Exhibit 99.1 to Ekco Group, Inc.'s Current Report on Form 8-K reporting events occurring on August 5, 1999). @ Exhibit 7 Opinion of Lehman Brothers, Inc., dated as of August 4, 1999.* + Exhibit 8 1984 Restricted Stock Purchase Plan, as amended (incorporated herein by reference to Exhibit 10.1(a) to Form 10-K for the year ended December 29, 1996). + Exhibit 9 1985 Restricted Stock Purchase Plan, as amended (incorporated herein by reference to Exhibit 10.1(b) to Form 10-K for the year ended December 29, 1996). + Exhibit 10 Form of Restricted Stock Purchase Agreement, as amended (incorporated herein by reference to Exhibit 10.1(b) to Form 10-K for the year ended January 1, 1995, Exhibit 10.1(c)(3) to Form 10-K for the year ended December 31, 1995 and schedule thereto in Exhibit 10.1(c)(2) to Form 10-K for the year ended December 29,1996). + Exhibit 11 Form of Restricted Stock Purchase Agreement, as amended (incorporated by reference to Exhibits 10.1(d) to Form 10-K for the year ended December 31, 1995). + Exhibit 12 1987 Stock Option Plan, as amended, including forms of incentive stock option and non-qualified stock option agreements (incorporated herein by reference to Exhibit 10.2(a) to Form 10-K for the year ended December 28, 1997). + Exhibit 13 Form of Non-Qualified Stock Option and Repurchase Agreement, as amended (incorporated herein by reference to Exhibit10.2(b)(2)(i) to Form 10-K for the year ended December 31, 1995). @ Exhibit 14 Schedule to Form of Non-Qualified Stock Option and Repurchase Agreement, as amended. + Exhibit 15 Form of Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.2(e) to Form 10-K for the year ended December 29, 1996). + Exhibit 16 Form of Non-Qualified Stock Option and Repurchase Agreement (incorporated herein by reference to Exhibit 10.2(e) to Form 10-K for the year ended December 28, 1997 and Exhibit 10.2(b)(2) to Form 10-K for the year ended January 3, 1999). + Exhibit 17 Form of Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.2(f) to Form 10-K for the year ended December 28, 1997). + Exhibit 18 Form of Indemnity Agreement for officers and directors, originally filed as Exhibit 10.3(c) to Form 10-K for the year ended January 1, 1995 (incorporated herein by reference to Exhibit 10.3 to Form 10-K for the year ended January 3, 1999). + Exhibit 19 Ekco Group, Inc. 1988 Directors' Stock Option Plan, as amended, and form of Non-Qualified Stock Option and Repurchase Agreement (incorporated herein by reference to Exhibit 10.4 to Form 10-K for the year ended December 28, 1997).
2 + Exhibit 20 Schedule to Form of Non-Qualified Stock Option and Repurchase Agreement (incorporated herein by reference to Exhibit 10.4(a)(2) to Form 10-K for the year ended January 3, 1999). + Exhibit 21 Ekco Group, Inc. Employees' Stock Ownership Plan ("ESOP") effective as of January 1, 1989, as amended (incorporated herein by reference to Exhibits 10.6(a)(1) and (2) to Form 10-K for the year ended January 1, 1995, Exhibits 10.5(a)(2) and 10.5(a)(3) to Form 10-K for the year ended December 29, 1996 and Exhibit 10.5(b) to Form 10-K for the year ended January 3, 1999). + Exhibit 22 Employment Agreement with Malcolm L. Sherman dated December 4, 1996, as amended (incorporated herein by reference to Exhibit 10.6 to Form 10-K for the year ended January 3, 1999). + Exhibit 23 Amended and Restated Employment Agreement with Donato A. DeNovellis dated as of May 25, 1995, as amended (incorporated herein by reference to Exhibit 10.3 to Form 10-Q for the quarterly period ended October 1, 1995, Exhibit 10.9(b) to Form 10-Q for the period ended June 30, 1996 and Exhibit 10.10 to Form 10-K for the year ended December 29, 1996). + Exhibit 24 Amended and Restated Employment Agreement with Jeffrey A. Weinstein dated as of May 25, 1995 (incorporated herein by reference to Exhibit 10.2 to Form 10-Q for the quarterly period ended October 1, 1995 and Exhibit 10.10 to Form 10-K for the year ended December 29, 1996). + Exhibit 25 Form of Amended and Restated Employment Agreement with Brian R. McQuesten and another officer dated as of May 25, 1995, as amended (incorporated herein by reference to Exhibit 10.5 to Form 10-Q for the quarterly period ended October 1, 1995). @ Exhibit 26 Employment Agreement with J. Jay Althoff dated September 16, 1997, as amended. + Exhibit 27 1995 Restatement of Incentive Compensation Plan for Executive Employees of Ekco Group, Inc. and its Subsidiaries, as amended (incorporated herein by reference to Exhibit 10.12 to Form 10-K for the year ended December 28, 1997). + Exhibit 28 Ekco Group, Inc. Supplemental Executive Retirement Plan dated as of July 1, 1992, (incorporated herein by reference to Exhibit 10.12 to Form 10-K for the year ended January 3, 1999). + Exhibit 29 Form of Split Dollar Agreement (incorporated herein by reference to Exhibit 10.13 to Form 10-K for the year ended January 3, 1999). @ Exhibit 30 Resolutions dated May 25, 1995 re: Ekco Group, Inc. Severance Policy. Exhibit 31 Letter to Participants in Ekco Group, Inc. Employees' Stock Ownership Plan dated August 13, 1999 Exhibit 32 Instruction Form
- ------------------------ * Included with Schedule 14D-9 mailed to stockholders @ Previously filed. + Incorporated by reference. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 13, 1999 EKCO GROUP, INC. By: /s/ DONATO A. DENOVELLIS ----------------------------------------- Donato A. DeNovellis Title: Executive Vice President and Chief Financial Officer
4 EX-99.1 2 EXHIBIT 31 EXHIBIT 31 OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) AND ALL OF THE OUTSTANDING SHARES OF SERIES B ESOP CONVERTIBLE PREFERRED STOCK OF EKCO GROUP, INC. AT $7.00 NET PER SHARE BY EG TWO ACQUISITION CO., A SUBSIDIARY OF CCPC ACQUISITION CORP. AND AN AFFILIATE OF BORDEN, INC. August 13, 1999 To Participants In The Ekco Group, Inc. Employees' Stock Ownership Plan (the "ESOP"or "Plan"): Enclosed for your consideration is the Offer to Purchase, dated August 11, 1999 (the "Offer to Purchase"), which together with any amendments or supplements thereto constitutes the "Offer," relating to an offer by EG Two Acquisition Co., a Delaware corporation (the "Purchaser"), a subsidiary of CCPC Acquisition Corp., a Delaware Corporation ("Parent"), and an affiliate of Borden, Inc., a New Jersey Corporation ("Borden") to purchase all outstanding shares of Common Stock, $.01 par value per share (the "Common Stock"), and the associated preferred share purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of March 27, 1987, as amended on June 9, 1988, January 10, 1989, March 23, 1992 and December 22, 1992 and as amended and restated on March 21, 1997 and amended on August 4, 1999 (as so amended, the "Rights Agreement") between the Company and American Stock Transfer & Trust Company as Rights Agent, and all of the outstanding shares of Series B ESOP Convertible Preferred Stock, par value $.01 per share (the "ESOP Preferred Stock", and together with the Common Stock, the "Shares"), of Ekco Group, Inc., a Delaware Corporation (the "Company"), at a purchase price of $7.00 per Share (including, if applicable, the associated Right), net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of August 5, 1999, among Parent, the Purchaser and the Company (the "Merger Agreement"). Also enclosed for your consideration are the Company's letter to the shareholders and Solicitation Recommendation Statement pursuant to Schedule 14D-9. Unless the context requires otherwise, all references to "Shares" shall be deemed to refer also to the associated Rights, and all references to "Rights" shall be deemed to include all benefits that may inure to the stockholders of the Company or to the holders of the Rights pursuant to the Rights Agreement. PLEASE NOTE THAT THE SHARES IN THE ESOP ACCOUNT ARE HELD IN TRUST FOR YOUR BENEFIT AND THE ESOP TRUSTEE, DONATO A. DENOVELLIS (THE "TRUSTEE"), IS THE ACTUAL HOLDER OF RECORD FOR THE ESOP SHARES. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY THE TRUSTEE AS HOLDER OF RECORD IN ACCORDANCE WITH THE TERMS OF THE PLAN, TO THE EXTENT CONSISTENT WITH APPLICABLE LAW, INCLUDING THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"). THE TRUSTEE WILL TENDER SOME OR ALL OF THE ESOP SHARES ACCORDING TO EACH PARTICIPANT'S ELECTION. THE TRUSTEE SHALL TENDER THE SHARES HELD IN THE ESOP SUSPENSE ACCOUNT WHICH HAVE NOT BEEN ALLOCATED TO PARTICIPANTS) IN THE SAME PROPORTION AS THE SHARES TENDERED BY ESOP PARTICIPANTS. THE PROCEEDS FROM ANY SALE OF SHARES FROM YOUR ESOP ACCOUNT WILL NOT BE DISTRIBUTED TO YOU. INSTEAD, ANY PROCEEDS FROM THE SALE OF SHARES SHALL BE HELD IN YOUR ESOP ACCOUNT AND INVESTED IN A GOVERNMENT MONEY MARKET FUND. ALTERNATIVE INVESTMENTS SIMILAR TO OR THE SAME AS THOSE OFFERED UNDER THE EKCO GROUP, INC. 401(K) RETIREMENT SAVINGS PLAN SHALL BE AVAILABLE AS SOON AS POSSIBLE AND YOU WILL BE PROVIDED WITH INFORMATION WHEN THEY ARE AVAILABLE. PLEASE ALSO NOTE THAT YOUR DECISION TO TENDER SHALL NOT ALTER OR MODIFY THE PROVISIONS OF THE PLAN IN ANY WAY. THUS, FOR EXAMPLE, YOUR ESOP ACCOUNT WILL CONTINUE TO VEST IN ACCORDANCE WITH THE TERMS OF THE PLAN AND NO ACCELERATION OF VESTING SHALL OCCUR AS A RESULT OF YOUR TENDER. The Trustee requests instructions as to whether or not you wish to have the Trustee tender any or all of the Shares held in your ESOP account, upon the terms and conditions set forth in the Offer. As required by the Plan, individual participant information SHALL BE KEPT CONFIDENTIAL AND SHALL NOT BE DISCLOSED TO THE TRUSTEE. Thus, your tender instructions for the Trustee must be sent to IBJ Whitehall Bank & Trust Company, the depositary for the Offer (the "Depositary"), which shall tabulate the responses received from ESOP participants and provide the results (but not individual participant information) to the Trustee. Please note the following: 1. The tender price is $7.00 per Share, net to the seller in cash, without interest thereon. 2. The Offer is being made for all of the outstanding Shares. 3. The Offer and withdrawal rights will expire at 12:00 Midnight, New York City time, on Wednesday, September 8, 1999, unless the Offer is extended by the Purchaser, at its discretion, for example, to meet certain conditions, including the HSR condition and the Minimum Condition referred to in the Offer to Purchase. The Offer may be extended in other circumstances as described in the Offer to Purchase. PLEASE NOTE: IN ORDER THAT YOUR WISHES WITH RESPECT TO THE OFFER ARE GIVEN FULL CONSIDERATION BY THE TRUSTEE, YOUR INSTRUCTION FORM MUST BE RECEIVED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 6, 1999. 4. The Board of Directors of the Company has unanimously determined that the Offer and Merger (as defined in the Offer to Purchase) are fair to, and in the best interests of the Company and its shareholders, and recommends that shareholders accept the Offer and tender their Shares pursuant to the Offer. 5. The United States Department of Labor has taken the position that applicable law imposes on the Trustee the responsibility to decide on whether to tender Shares (i) for which the Trustee receives no affirmative direction from a participant, or (ii) as to which the Trustee concludes that complying with a participant's instructions will be a breach of the Trustee's fiduciary duties arising under applicable law, including ERISA. Accordingly, the Trustee reserves the right to tender or not tender the Shares to the extent required by applicable law irrespective of participant instructions. If you wish to have the Trustee TENDER any or all of the Shares held in your account under the ESOP, please check the applicable box on the enclosed Instruction Form, sign the Instruction Form, fill in the requested information, and send the completed Instruction Form to the Depositary, which shall tabulate 2 the results and forward them to the Trustee. If you authorize the tender of your Shares, it will be assumed that you wish all such Shares to be tendered unless otherwise indicated on the Instruction Form. If you wish that the Trustee NOT TENDER the Shares held in your account under the ESOP, please check the applicable box on the enclosed Instruction Form, sign the Instruction Form, fill in the requested information, and send the completed Instruction Form to the Depositary, which shall tabulate the results and forward them to the Trustee. The Trustee will follow your instructions unless otherwise required by applicable law. Certain terms of the Company's Certificate of Designation for the ESOP Preferred Stock (the "Certificate Designation") may require the Purchaser to acquire all of the outstanding shares of ESOP Preferred Stock to effect he Merger without a stockholder vote. If it should be determined that the Certificate of Designation does require the Purchaser to acquire all of the outstanding shares of ESOP Preferred Stock to the effect the Merger without a stockholder vote, and if less than all of the ESOP Preferred Stock is tendered, then the Purchaser would be required to solicit the vote of the Company's stockholders, including holders of the ESOP Preferred Stock voting together as a single class, in order to effect the Merger. Because the Offer may only be consummated if the Purchaser acquires more than 50% of the Company's outstanding capital stock, upon consummation of the Offer the Purchaser will control the requisite voting power to effect the Merger. In addition, pursuant to the Certificate of Designation, the Company retains the right to redeem the ESOP Preferred Stock at a per share price equal to 105% of the ESOP Preferred Stock's fair market value (as defined in the Certificate of Designation). The Trustee does not make any recommendations to any participant as to whether to tender or not tender Shares. Before making a decision, you should read carefully the materials enclosed. An envelope in which to return your instructions is enclosed. Your Instruction Form may be returned by mail or by hand or overnight courier to IBJ WHITEHALL BANK & TRUST COMPANY, the Depositary for the Offer, at the following addresses: Donato A. DeNovellis c/o IBJ Whitehall Bank & Trust Company BY MAIL: BY HAND OR OVERNIGHT COURIER: - --------------------------------------------- --------------------------------------------- Post Office Box 84 1 State Street Bowling Green Station New York, New York 10004 New York, New York 10274-0084 Attention: Reorganization Department Attention: Reorganization Department Securities Processing Window SC-1
PLEASE FORWARD THE ENCLOSED INSTRUCTION FORM TO THE DEPOSITARY SO THAT IT IS RECEIVED PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, SEPTMBER 6, 1999, TO ALLOW THE TRUSTEE AMPLE TIME TO CONSIDER YOUR INSTRUCTIONS PRIOR TO THE EXPIRATION OF THE OFFER. IF THE TRUSTEE RECEIVES INSTRUCTIONS AFTER SUCH DATE AND TIME, THE TRUSTEE WILL UNDERTAKE TO CONSIDER SAME TO THE EXTENT POSSIBLE, BUT NO GUARANTEES CAN BE OFFERED TO PARTICIPANTS THAT LATE INSTRUCTIONS WILL BE FULLY CONSIDERED. THE INSTRUCTION FORM MUST BE SIGNED. INSTRUCTIONS ON AN UNSIGNED FORM SHALL NOT BE ACCEPTED. YOU ONLY NEED TO COMPLETE THE INSTRUCTION FORM AND DO NOT NEED TO COMPLETE ANY OTHER FORMS INCLUDED IN THE PACKAGE. If you have any questions regarding this letter or the attached Instruction Form, please call: Maureen Silva at (603) 888-1212, ext. 612. Very truly yours, /s/ DONATO A. DeNOVELLIS, TRUSTEE, EKCO GROUP, INC. EMPLOYEES' STOCK OWNERSHIP PLAN 3 EX-99.2 3 EXHIBIT 32 EXHIBIT 32 INSTRUCTION FORM (TO BE SIGNED AND RETURNED BY PARTICIPANTS) I am a participant in the Ekco Group, Inc. Employees' Stock Ownership Plan (the "Plan") and as such I received a copy of the letter from the Plan Trustee (the "Trustee") regarding the Trustee's request for instructions regarding ESOP stock, the Offer to Purchase dated August 11, 1999 (the "Offer to Purchase") which together with any amendments or supplements thereto constitute the "Offer," in connection with the offer by EG Two Acquisition Co., a Delaware corporation, a subsidiary of CCPC Acquisition Corp., a Delaware Corporation, and an affiliate of Borden, Inc., a New Jersey corporation, to purchase all outstanding shares of Common Stock, $.01 par value per share (the "Common Stock") and the associated preferred share purchase rights (the "Rights") and all of the outstanding shares of Series B ESOP Convertible Preferred Stock, par value $.01 per share (the "ESOP Preferred Stock", and together with the Common Stock, the "Shares"), including the associated preferred stock purchase rights, of EKCO Group, Inc., a Delaware corporation (the "Company"), at a purchase price of $7.00 per Share (the "Offer Price"), net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase. I also received the Company's letter to the shareholders and schedule 14D-9 and the Information Statement relating to the Offer. PLEASE CHECK ONE OF THE FOLLOWING BOXES: / / TENDER OF SHARES: CHECK HERE TO INSTRUCT THE TRUSTEE TO TENDER THE SHARES HELD BY THE TRUSTEE FOR YOUR ACCOUNT IN THE PLAN, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER. UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES HELD BY THE TRUSTEE FOR YOUR ACCOUNT ARE TO BE TENDERED. IF YOU WANT TO INSTRUCT THE TRUSTEE TO TENDER LESS THAN ALL OF THE SHARES HELD BY THE TRUSTEE FOR YOUR ACCOUNT, PLEASE SPECIFY THE NUMBER OF SHARES TO BE TENDERED IN THE FOLLOWING SPACE: _________________________ / / NO TENDER OF SHARES. CHECK HERE TO INSTRUCT THE TRUSTEE TO NOT TENDER ANY OF THE SHARES HELD BY THE TRUSTEE FOR YOUR ACCOUNT. SIGN HERE: _________________________________ Date: __________________________1999 Signature __________________________________________________________________ Print Name _________________________________________________________________ Print Address, City, State, Zip Code _______________________________________ ________________________________________ Area Code and Telephone Number _____________________________________________ ________________________________________ Social Security Number IN ORDER THAT YOUR WISHES WITH RESPECT TO THE OFFER ARE GIVEN FULL CONSIDERATION BY THE TRUSTEE, IT IS IMPERATIVE THAT THIS INSTRUCTION FORM BE RECEIVED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 6, 1999. * PRIOR TO A DISTRIBUTION DATE (AS DEFINED IN THE OFFER TO PURCHASE), A VALID TENDER OF SHARES TO WHICH RIGHTS ARE ATTACHED WILL CONSTITUTE A TENDER OF THE ASSOCIATED RIGHTS. -----END PRIVACY-ENHANCED MESSAGE-----