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Title: |
Letter of Transmittal |
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Entities: |
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Date: |
2000 |
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Preview shows 8KB of 42KB total |
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$39 |
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ID: |
#1146178 |
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Letter of Transmittal
To Tender Shares of Common Stock
(Including the Associated Preferred Share Purchase Rights)
of
PSC INC.
Pursuant to the Offer to Purchase
Dated June 19, 2000
of
MOHAWK ACQUISITION CORP.
a wholly owned subsidiary of
MOHAWK CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, JULY 17, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
[Logo of ChaseMellon]
By Facsimile Transmission
(for Eligible Institutions only):
Fax: (201) 296-4293
Confirm by Telephone:
(201) 296-4860
<TABLE>
<S> <C> <C>
By Overnight Courier: By Mail: By Hand:
Reorganization Department Reorganization Department Reorganization Department
85 Challenger Road Post Office Box 3301 120 Broadway, 13th Floor
Mail Drop-Reorg. South Hackensack, NJ 07606 New York, NY 10271
Ridgefield Park, NJ 07660
</TABLE>
DESCRIPTION OF SHARES TENDERED
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es)
of Registered Holder(s)
(Please Fill in, if
blank, exactly as
name(s) appear(s) Share Certificate(s) and Share(s) Tendered
on Share Certificate(s)) (Attach additional list if necessary)
---------------------------------------------------------------------
Total Number of
Share Shares Number
Certificate Evidenced By of Shares
Number(s)* Certificate(s)* Tendered**
-------------------------------------------
<S> <C> <C> <C>
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
Total Shares
---------------------------------------------------------------------
</TABLE>
* Need not be completed by Shareholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each Share Certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
<PAGE>
This Letter of Transmittal is to be completed by holders of Common Stock (as
defined below) of PSC Inc. ("Shareholders") either if certificates evidencing
Shares (as defined below) are to be forwarded herewith or if delivery of Shares
is to be made by book-entry transfer to an account maintained by the Depositary
at the Book-Entry Transfer Facility (as defined in and pursuant to the
procedures set forth in Section 3 of the Offer to Purchase). Delivery of
documents to a Book-Entry Transfer Facility does not constitute delivery to the
Depositary.
Shareholders whose certificates evidencing Shares ("Share Certificates") are
not immediately available or who cannot deliver their Share Certificates and
all other documents required hereby to the Depositary prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase) or who cannot complete
the procedure for delivery by book-entry transfer on a timely basis and who
wish to tender their Shares must do so pursuant to the guaranteed delivery
procedure described in Section 3 of the Offer to Purchase. See Instruction 2.
[_]CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution: __________________________________________
Account Number: _________________________________________________________
Transaction Code Number: ________________________________________________
[_]CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s): ________________________________________
Window Ticket No. (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________
Name of Institution that Guaranteed Delivery: ___________________________
If delivery is by book-entry transfer, give the following information:
Account Number: _________________________________________________________
Transaction Code Number: ________________________________________________
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT
CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Mohawk Acquisition Corp., a New York
corporation ("Purchaser") and a wholly owned subsidiary of Mohawk Corp., a
Delaware corporation ("Parent"), the above-described shares of common stock,
par value $0.01 per share ("Common Stock"), of PSC Inc., a New York corporation
("PSC"), including the associated preferred share purchase rights ("Rights")
issued pursuant to the Rights Agreement, dated as of December 30, 1997, as
amended, between PSC and ChaseMellon Shareholder Services, L.L.C., as rights
agent (all shares of such Common Stock from time to time outstanding being
collectively referred to as the "Shares") pursuant to Purchaser's offer to
purchase all Shares at $8.45 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
June 19, 2000 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the Offer
to Purchase and any amendments or supplements hereto or thereto, collectively
constitute the "Offer"). The undersigned understands that Purchaser reserves
the right to transfer or assign, in whole or from time to time in part, to one
or more of its affiliates the right to purchase all or any portion of the
Shares tendered pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment of Shares tendered
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