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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 39KB total |
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$36 |
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ID: |
#1146179 |
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Letter of Transmittal
To Tender Shares of Series A Convertible Preferred Stock
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 SHAREHOLDER SERVICES]
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 Evidenced Number
Certificate By of Shares
Number(s) Certificate(s) Tendered*
-------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Total Shares
--------------------------------------------------------------------------------
</TABLE>
* 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 Preferred Stock
(as defined below) of PSC Inc. ("Shareholders") who hold certificates
evidencing Shares (as defined below) which are to be forwarded herewith.
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) 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 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:
----------------------------------------
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 Series A
Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock"), of
PSC Inc., a New York Corporation ("PSC") (all shares of such Preferred Stock
from time to time outstanding being collectively referred to as the "Shares"),
pursuant to Purchaser's offer to purchase all Shares at $105.625 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
herewith, in accordance with the terms of the Offer, the undersigned hereby
sells, assigns and transfers to or upon the order of Purchaser all right, title
and interest in and to all Shares that are being tendered hereby and all
dividends, distributions (including, without limitation, distributions of
additional Shares) and rights declared, paid or distributed in respect of such
Shares on or after June 5, 2000 (collectively, "Distributions") and irrevocably
appoints the Depositary as the true and lawful agent and attorney-in-fact of
the undersigned with respect to such Shares (and all Distributions), with full
power of substitution (such power of attorney being deemed to be an irrevocable
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