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Title: |
Letter of Transmittal |
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Date: |
2001 |
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Preview shows 9KB of 44KB total |
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$42 |
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ID: |
#1275065 |
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Letter of Transmittal
To Tender Shares of Common Stock
of
Interact Commerce Corporation
Pursuant to the Offer to Purchase
Dated April 4, 2001
by
Isaiah Acquisition Corp.
an indirect wholly owned subsidiary of
The Sage Group plc
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, MAY 2, 2001, UNLESS THE OFFER IS EXTENDED
The Depositary for the Offer is:
MELLON INVESTOR SERVICES LLC
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
Reorganization Department Reorganization Department Reorganization Department
PO Box 3300 85 Challenger Road 120 Broadway
South Hackensack, NJ 07606 Mail Stop-Reorg 13th Floor
Ridgefield, NJ 07660 New York, NY 10271
</TABLE>
By Facsimile Transmission
(For Eligible Institutions Only):
(201) 296-4293
Confirm Receipt of Facsimile by Telephone Only:
(201) 296-4860
DESCRIPTION OF SHARES TENDERED
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) Share Certificate(s) and Share(s) Tendered
appear(s) on Share Certificate(s)) (Attach additional list if necessary)
------------------------------------------------------------------------------------------------------
Total Number of
Shares Evidenced by Number
Share Certificate Share 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 shareholders of Interact
Commerce Corporation, 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. Procedure for Tendering Shares" of the Offer to
Purchase). Delivery of documents to the 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. Terms of the Offer" 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.
Procedure for Tendering Shares" 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: ___________________________________________________
[_]Check here if any of your share certificates have been lost, destroyed or
stolen and call (800) 777-3694 to obtain an affidavit of loss. See
Instruction 10.
Number of Shares represented by lost, destroyed or stolen share
certificates: .
Delivery of this Letter of Transmittal to an address, 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 Isaiah Acquisition Corp., a Delaware
corporation ("the Purchaser") and an indirect wholly owned subsidiary of The
Sage Group plc, a corporation formed under the laws of England, the above-
described shares of common stock, par value $.001 per share ("Shares"), of
Interact Commerce Corporation, a Delaware corporation (the "Company"),
pursuant to the Purchaser's offer to purchase all of the issued and
outstanding Shares at $12.00 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions described in the Offer
to Purchase dated April 4, 2001 (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 the
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
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