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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 7KB of 36KB total |
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$41 |
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ID: |
#1146180 |
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Letter of Transmittal
To Tender Warrants
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 WARRANTS TENDERED
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank,
exactly as name(s) appear(s)
on Warrant Certificate(s)) Warrant Certificate(s) Tendered
--------------------------------------------------------------------------------------------
Exercise Price Purchase Price Total Number of
of Warrant(s) of Warrant(s) Underlying
Per Share of Per Share of Shares
Underlying Underlying of Common Stock
Shares of Common Shares of Common Evidenced by
Stock Stock Warrant
Certificate(s)
------------------------------------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------- -----------
</TABLE>
<PAGE>
This Letter of Transmittal is to be completed by holders of Warrants (as
defined below) of PSC Inc. ("Warrant Holders") who hold certificates evidencing
Warrants ("Warrant Certificates") which are to be forwarded herewith. Warrant
Holders whose Warrant Certificates are not immediately available or who cannot
deliver their Warrant 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 Warrants must do so pursuant to
the guaranteed delivery procedure described in Section 3 of the Offer to
Purchase. See Instruction 2.
[_]CHECK HERE IF WARRANTS 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): ________________________________________
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 Warrants ("Warrants"), of
PSC Inc., a New York Corporation ("PSC"), pursuant to Purchaser's offer to
purchase (i) the warrant exercisable prior to September 10, 2001, evidencing
rights to purchase an aggregate of 180,000 shares of common stock, par value
$0.01 per share ("Common Stock") of PSC at a price of $8.00 per share, at a
purchase price of $0.45 per underlying share of Common Stock, and (ii) the
warrants exercisable prior to July 12, 2006, evidencing rights to purchase an
aggregate of 975,000 shares of Common Stock at a price of $5.25 per share, at a
purchase price of $3.20 per underlying share of Common Stock, in either case,
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 Warrants 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 Warrants 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 Warrants that are being tendered hereby and all
dividends, distributions (including, without limitation, distributions of
securities of PSC) and rights declared, paid or distributed in respect of such
Warrants on or after June 5, 2000 (collectively, "Distributions") and
irrevocably appoints the Depositary as the true and lawful agent and attorney-
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