-----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, KSpHgTxl6Fv7ZmnpQvoXoTxXvO+rjWb5GQgeZNy7It5zl8UiXWDJ66YngJOIDJW9 xSJDqexb7BUaBHvlc5+ivQ== 0000950149-03-001385.txt : 20030619 0000950149-03-001385.hdr.sgml : 20030619 20030619141602 ACCESSION NUMBER: 0000950149-03-001385 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLESOFT INC CENTRAL INDEX KEY: 0000875570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 680137069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 BUSINESS PHONE: 925-225-3000 MAIL ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDWARDS J D & CO CENTRAL INDEX KEY: 0000798757 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 840728700 STATE OF INCORPORATION: CO FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-53187 FILM NUMBER: 03750043 BUSINESS ADDRESS: STREET 1: ONE TECHNLOGY WAY CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3034884000 MAIL ADDRESS: STREET 1: 8055 EAST TUFTS AVE CITY: DENVER STATE: CO ZIP: 80237 SC TO-T 1 f90899tosctovt.txt SCHEDULE TO-T - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- J.D. EDWARDS & COMPANY (Name of Subject Company (Issuer)) PEOPLESOFT, INC. JERSEY ACQUISITION CORPORATION (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 281667105 (CUSIP Number of Class of Securities) --------------------- Anne S. Jordan Senior Vice President, General Counsel and Secretary PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, California 94588 (925) 225-3000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person) --------------------- COPY TO: Douglas D. Smith, Esq. Lisa A. Fontenot, Esq. Gibson, Dunn & Crutcher LLP One Montgomery Street, 31st Floor San Francisco, CA 94104 (415) 393-8200 CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE --------------------- -------------------- *$2,057,513,420 **$166,452.84
- --------------- * Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of all of the issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock") of J.D. Edwards & Company, a Delaware corporation (the "Company"), together with the associated stock purchase rights issued pursuant to the Preferred Stock Rights Agreement dated as of October 22, 2001 between the Company and Computershare Trust Company, Inc. as rights agent, as amended (together with the Common Stock, the "Shares") at a price per Share of (i) $7.05, net, in cash, plus (ii) 0.43 shares of common stock, par value $0.01 per share, of PeopleSoft, Inc. and the associated stock purchase rights ("PeopleSoft") and cash in lieu of fractional shares (as further described in the prospectus contained in registration statement on Form S-4 (the "Prospectus") filed with the Securities and Exchange Commission by PeopleSoft on June 19, 2003). The value of the Shares was determined, to the extent of PeopleSoft common stock to be exchanged, on the basis of the market value of the PeopleSoft common stock to be exchanged in the Offer (as defined in the Prospectus), which was computed in accordance with Rule 0-11(a)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the product of (i) $17.46 (the average of the high and low prices per share of PeopleSoft common stock on June 13, 2003 as reported by the Nasdaq National Market) and (ii) the product of (A) 0.43, and (B) 122,426,664 (the number of Shares of J.D. Edwards Common Stock outstanding on May 28, 2003), plus 22,045,301 (the number of options and warrants to purchase such Shares outstanding on May 28, 2003, plus 480,000 (the number of shares reserved for issuance pursuant to the Company's stock plans that are expected to be outstanding immediately prior to the merger of the Company with and into a wholly owned subsidiary of PeopleSoft pursuant to an Amended and Restated Agreement and Plan of Merger and Reorganization dated June 16, 2003, among the Company, PeopleSoft and such wholly owned subsidiary, as described in the Prospectus). ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, equals $80.90 per million of the aggregate value of the cash and securities offered by the bidder. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $83,781 Filing Party: PeopleSoft, Inc. Form or Registration No.: 333- Date Filed: June 19, 2003
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Tender Offer Statement on Schedule TO ("Statement") is filed by PeopleSoft, Inc., a Delaware corporation ("PeopleSoft"), and Jersey Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of PeopleSoft. This Statement relates to the third party tender offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $.001 per share (the "Common Stock") of J.D. Edwards & Company, a Delaware corporation (the "Company"), together with the associated stock purchase rights (together with the Common Stock, the "Shares") in exchange for the right to receive, on a per share basis, cash, a fraction of a share of our common stock, or a combination of cash and stock, in each case having a value of $7.05 plus 0.43 of a share of PeopleSoft Common Stock together with the associated stock purchase rights, allocated by prorating the cash and shares available in the offer among the elections made. Holders of J.D. Edwards common stock who tender but do not make an election will receive an allocation of the remaining cash and stock, or a combination of cash and stock, after allocating the cash and stock among the elections made in the offer. The election and proration procedures are described in the Prospectus. ITEMS 1 THROUGH 11 As permitted by General Instruction F to Schedule TO, all of the information in the Prospectus and the related Letter of Transmittal, and any prospectus supplement or other supplement thereto related to the Offer filed with the Securities and Exchange Commission after the date hereof, is hereby incorporated by reference in answer to Items 1 through 11 of this Statement, except as otherwise set forth below. ITEM 12. EXHIBITS
EXHIBIT DESCRIPTION - ------- ----------- (a)(1)(i) Letter of Transmittal.* (a)(1)(ii) Notice of Guaranteed Delivery.* (a)(1)(iii) Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(iv) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(v) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(4)(i) Registration Statement on Form S-4, File No. 333- dated June 19, 2003.* (a)(5)(i) Summary Advertisement as published on June 19, 2003. (a)(5)(ii) Text of Press Release issued by PeopleSoft and J.D. Edwards & Company on June 16, 2003.** (a)(5)(iii) Form of Irrevocable Proxy and Voting Agreement by and between PeopleSoft, Inc. and Jersey Acquisition Corporation, on the one hand and J.D. Edwards & Company (with respect to certain provisions only), and certain stockholders of J.D. Edwards & Company, on the other hand* (a)(5)(iv) Form of Irrevocable Proxy and Voting Agreement by and between J.D. Edwards & Company on the one hand and J.D. Edwards & Company (with respect to certain provisions only), and certain stockholders of PeopleSoft, Inc., on the other hand* (b) None. (c) Not applicable (d) Amended and Restated Agreement and Plan of Merger and Reorganization dated as of June 16, 2003 by and among PeopleSoft, Inc., J.D. Edwards and Jersey Acquisition Corporation.* (e) Not applicable. (f) Not applicable.
2
EXHIBIT DESCRIPTION - ------- ----------- (g) None. (h) None.
- --------------- * Incorporated by reference from the registration statement on Form S-4 filed with the Securities and Exchange Commission by PeopleSoft, Inc. on June 19, 2003, File No. 333- ** Incorporated by reference to the filing made under cover of Rule 425 on June 17, 2003. ITEM 13. ADDITIONAL INFORMATION REQUIRED BY SCHEDULE 13E-3. Not Applicable 3 SIGNATURES After due 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. PEOPLESOFT, INC. By: /s/ ROBIN L. WASHINGTON ------------------------------------ Name: Robin L. Washington Title: SVP, Corporate Controller JERSEY ACQUISITION CORPORATION By: /s/ ROBIN L. WASHINGTON ------------------------------------ Name: Robin L. Washington Title: SVP, Corporate Controller Dated: June 19, 2003 4 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- (a)(1)(i) Letter of Transmittal.* (a)(1)(ii) Notice of Guaranteed Delivery.* (a)(1)(iii) Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(iv) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(v) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(4)(i) Registration Statement on Form S-4, File No. 333- dated June 19, 2003.* (a)(5)(i) Summary Advertisement as published on June 19, 2003. (a)(5)(ii) Text of Press Release issued by PeopleSoft and J.D. Edwards & Company on June 16, 2003.** (a)(5)(iii) Form of Irrevocable Proxy and Voting Agreement by and between PeopleSoft, Inc. and Jersey Acquisition Corporation, on the one hand and J.D. Edwards & Company (with respect to certain provisions only), and certain stockholders of J.D. Edwards & Company, on the other hand* (a)(5)(iv) Form of Irrevocable Proxy and Voting Agreement by and between J.D. Edwards & Company on the one hand and J.D. Edwards & Company (with respect to certain provisions only), and certain stockholders of PeopleSoft, Inc., on the other hand* (b) None. (c) Not applicable (d) Amended and Restated Agreement and Plan of Merger and Reorganization dated as of June 16, 2003 by and among PeopleSoft, Inc., J.D. Edwards and Jersey Acquisition Corporation.* (e) Not applicable. (f) Not applicable. (g) None. (h) None.
- --------------- * Incorporated by reference from the registration statement on Form S-4 filed with the Securities and Exchange Commission by Parent on June 19, 2003, File No. 333- ** Incorporated by reference to the filing made under cover of Rule 425 on June 17, 2003 5 EX-99.(A)(5)(I) 3 f90899toexv99wxayx5yxiy.txt EX-(A)(5)(I) Exhibit (a)(5)(i) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made by the Prospectus (as defined below) and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. This Offer, however, is not being made to, nor will Shares be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. Purchaser (as defined below) may in its discretion, however, take such action as it may deem necessary to make the Offer in any jurisdiction and extend the Offer to holders of Shares in such jurisdiction. In jurisdictions whose laws require that the Offer be made by a licensed broker or dealer, the Offer shall be deemed to be made on Purchaser's behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. Notice of Offer to Exchange Cash or Shares of Common Stock of PEOPLESOFT with a value equal to $7.05 plus 0.43 of a Share of PeopleSoft Common Stock at your election and subject to proration for Each Outstanding Share of Common Stock of J.D. EDWARDS & COMPANY Jersey Acquisition Corporation ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of PeopleSoft, Inc., a Delaware corporation ("PeopleSoft"), is offering to exchange cash and a fraction of a share of our common stock for each outstanding share of J.D. Edwards & Company (the "Company") common stock, par value $0.001 per share (the "Common Stock"), including the associated stock purchase right pursuant to the Preferred Stock Rights Agreement, dated as of October 22, 2001, between the Company and Computershare Trust Company, Inc. as Rights Agent, as amended (together with the Common Stock, the "Shares"), that is validly tendered and not properly withdrawn. Holders of Common Stock may make an election to receive the offer consideration in all cash or all stock, in each case having a value of $7.05 plus 0.43 of a share of common stock, par value $0.01 per share, of PeopleSoft ("PeopleSoft Common Stock"), allocated by prorating the cash and shares available in the offer among elections made, upon the terms and subject to the conditions set forth in the Prospectus, dated June 19, 2003 (the "Prospectus"), and in the related Letter of Transmittal (which, together with the Prospectus and any amendments or supplements thereto, collectively constitute the "Offer"). The value of the cash and stock consideration to be paid to tendering holders will be determined based upon the average closing prices of one share of PeopleSoft Common Stock during the five trading days ending before the second trading day prior to the expiration of the offer. Two days prior to expiration of the offer, PeopleSoft will issue a press release announcing the final average closing price and value of the cash and stock consideration. Stockholders of record who tender directly to the Exchange Agent (as defined below) will not be obligated to pay brokerage fees or commissions, if any, on the purchase of Shares by Purchaser or pursuant to the Offer. Stockholders who hold their Shares through a broker or bank should consult such institution as to whether it charges any service fees. Purchaser will pay all charges and expenses of The Bank of New York, which is acting as exchange agent (the "Exchange Agent"), and Georgeson Shareholder Communications Inc. which is acting as the information agent (the "Information Agent"), incurred in connection with the Offer. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JULY 17, 2003, UNLESS THE OFFER IS EXTENDED. The Offer is conditioned upon, among other things, (1) there being validly tendered and not properly withdrawn prior to expiration of the Offer at least a majority of the outstanding Shares, on a modified fully diluted basis, (2) the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and similar statutes or regulations of foreign jurisdictions and (3) the Registration Statement and Prospectus filed in connection with the Offer having been declared effective by the Securities and Exchange Commission. The Offer is also subject to other conditions. See the Prospectus. The Offer is being made pursuant to the Amended and Restated Agreement and Plan of Merger and Reorganization dated as of June 16, 2003 (the "Merger Agreement") among PeopleSoft, Purchaser and the Company. The Merger Agreement provides, among other things, that following the completion of the Offer and the satisfaction or waiver, if permissible, of all conditions set forth in the Merger Agreement and in accordance with the Delaware General Corporation Law, the Purchaser will be merged with and into Company (the "Merger"). At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company or Shares owned by Purchaser or PeopleSoft and other than Shares held by holders who perfect dissenter's rights under applicable law) will be converted into the right to receive $7.05 plus 0.43 of a share of PeopleSoft Common Stock for each share of Company Common Stock. The Merger Agreement is more fully described in the Prospectus. Following the merger, the Company will be merged with and into PeopleSoft or a subsidiary of PeopleSoft. THE BOARD OF DIRECTORS OF THE COMPANY HAS (1) DETERMINED THAT THE OFFER, THE MERGER AND THE MERGER AGREEMENT ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS, (2) APPROVED THE OFFER, THE MERGER AND THE MERGER AGREEMENT AND (3) RECOMMENDED THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT THERETO AND APPROVE AND ADOPT THE MERGER AGREEMENT. For purposes of the Offer, the Purchaser will be deemed to have accepted for exchange Shares validly tendered and not properly withdrawn when, as and if Purchaser gives oral or written notice to the Exchange Agent of its acceptance of the tenders of such Shares. The Exchange Agent will act as agent for tendering stockholders for the purpose of receiving cash, PeopleSoft Common Stock, or a combination of cash and PeopleSoft Common Stock from Purchaser and transmitting such cash and shares of PeopleSoft Common Stock to validly tendering stockholders, as soon as practicable after receipt of such notice. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Exchange Agent of (1) certificates representing such Shares (or timely confirmation of a book-entry transfer of such Shares into the Exchange Agent's account at The Depository Trust Company ("DTC")), (2) a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof ) with any required signature guarantees or an Agent's Message (as defined in the Prospectus) in connection with a book-entry transfer and (3) any other documents required by the Letter of Transmittal. The initial expiration date will occur at 12:00 midnight, New York City time, on Thursday, July 17, 2003, unless and until Purchaser (subject to the terms and conditions of the Merger Agreement) extends the period of time for which the Offer is open. If the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, PeopleSoft shall cause Purchaser to, and Purchaser shall extend the Offer at any time for the shortest period of time it reasonably believes is necessary to permit such conditions to be satisfied or waived; provided that (1) no single extension shall exceed 10 business days and (2) Purchaser shall not be required to extend the Offer beyond November 30, 2003 (or, under certain circumstances, beyond February 28, 2004). Purchaser reserves the right, in its sole discretion (subject to the provisions of the Merger Agreement), at any time or from time to time to extend the Offer for one or more periods if not more than 10 business days as required by any rule or regulation of the Securities and Exchange Commission applicable to the Offer. Subject to the provisions of the Merger Agreement, Purchaser expressly reserves the right to increase the total value of the consideration to be paid per share in the Offer. Without the prior written consent of the Company, Purchaser may not decrease the total value of the consideration to be paid per share in the Offer, change the form of consideration to be paid, decrease the number of Shares sought in the Offer, amend the conditions of the Offer set forth in the Merger Agreement or impose the conditions to the Offer in addition to those set forth in the Merger Agreement. If Parent decides to extend the Offer, Parent will make an announcement to that effect no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the right to withdraw the Shares. No subsequent offering period is permitted. Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offer, and unless theretofore accepted for payment pursuant to the Offer, may also be withdrawn at any time after August 17, 2003. For a withdrawal of Shares tendered to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth in the Prospectus. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name(s) in which the certificate(s) representing such Shares are registered, if different from that of the person who tendered such Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Exchange Agent, the name of the registered holder and the serial numbers shown on the particular certificate evidencing the Shares to be withdrawn must also be furnished to the Exchange Agent prior to the physical release of the Shares to be withdrawn. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Prospectus) (except in the case of Shares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedures for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with such withdrawn Shares and must otherwise comply with DTC's procedures. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, and its determination will be final and binding on all parties. Completion of the Offer and the Merger is conditioned upon the receipt of opinions from legal counsel that the transactions will qualify as either a reorganization within the meaning of Section 368(a) of the Internal Revenue Code or a transaction governed by Section 351 of the Internal Revenue Code. As a result of such qualification, the tax consequences of the Offer and the Merger to the J.D. Edwards stockholders will be as follows: (i) J.D. Edwards stockholders who exchange their Shares solely for cash will recognize gain or loss for federal income tax purposes, (ii) J.D. Edwards stockholders who exchange their Shares for a combination of cash or stock may recognize gain, but not loss, in the exchange, and (iii) J.D. Edwards stockholders who exchange their Shares solely for PeopleSoft Common Stock will not recognize gain or loss for federal income tax purposes, other than gain or loss attributable to the receipt of cash in lieu of fractional shares. Tax matters are complex, and stockholders should consult the Prospectus and their own tax advisors concerning the tax of the Offer and related transactions. The information required to be disclosed by Rule 14d-6(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Prospectus and is incorporated herein by reference. In connection with the Offer, the Company has provided Purchaser with the names and addresses of all record holders of Shares and security position listings of Shares held in stock depositories. The Prospectus, the related Letter of Transmittal and other related materials will be mailed to registered holders of Shares and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. THE PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Any questions or requests for assistance or for additional copies of the Prospectus, the related Letter of Transmittal and other related tender offer materials may be directed to the Information Agent at its address and telephone number set forth below, and copies will be furnished promptly at Purchaser's expense. Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Exchange Agent and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. The Information Agent for the Offer is: (GEORGESON SHAREHOLDER LOGO) 17 State Street, 10th Floor New York, New York 10004 Banks and Brokers Call: (212) 440-9800 All Others Call Toll Free: (800) 248-2681 Outside North America Call Toll Free: (866) 324-5899 The Dealer Manager for the Offer is: (CITIGROUP LOGO) Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Call Toll Free: (877) 820-8015 June 19, 2003 -----END PRIVACY-ENHANCED MESSAGE-----