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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 9KB of 44KB total |
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$43 |
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ID: |
#1380318 |
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<DESCRIPTION>LETTER OF TRANSMITTAL
<TEXT>
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
LOISLAW.COM, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 29, 2000
BY
LL ACQUISITION CORP.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
WOLTERS KLUWER U.S. CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, JANUARY 29, 2001, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
<TABLE>
<CAPTION>
BY MAIL: BY HAND:
<S> <C>
Morgan Guaranty Trust Company of New York Morgan Guaranty Trust Company of New York
Corporate Reorganization c/o Securities Transfer and Reporting Services
PO Box 43006 100 William Street, Galleria
Providence, RI 02940-3006 New York, NY 10038
</TABLE>
<TABLE>
<S> <C>
BY OVERNIGHT COURIER: BY FACSIMILE TRANSMISSION:
Morgan Guaranty Trust Company of New York (781) 575-4826
c/o Colbert Management Corporate Reorganization
40 Campanelli Drive CONFIRM BY TELEPHONE:
Braintree, MA 02184 (781) 575-4816
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE TRANSMISSION, 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.
This Letter of Transmittal is to be completed by stockholders of
Loislaw.com, Inc. either if certificates evidencing shares of Common Stock (as
defined below) are to be forwarded herewith or if a tender of such shares is to
be made by book-entry transfer to the account of Morgan Guaranty Trust Company
of New York, as depositary (the "Depositary"), at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
Section 3--"Procedure for Tendering Shares" of the Offer to Purchase (as defined
below). DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE>
<TABLE>
DESCRIPTION OF SHARES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) AND SHARE(S) TENDERED
SHARES TENDERED APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
<S> <C> <C> <C>
TOTAL NUMBER
CERTIFICATE OF SHARES NUMBER
NUMBER(S)* EVIDENCED BY OF SHARES
CERTIFICATE(S)* TENDERED**
TOTAL SHARES
</TABLE>
* Need not be completed by stockholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each certificate delivered to the Depositary are being tendered. See
Instruction 4 of this Letter of Transmittal.
The names and addresses of the registered holders should be printed, if
not already printed above, exactly as they appear on the certificates
representing shares of Common Stock tendered hereby. The certificates and the
number of shares of Common Stock that the undersigned wishes to tender should
be indicated in the appropriate boxes.
Holders of shares of Common Stock whose certificates are not immediately
available, or who are unable to deliver their certificates and all other
documents required by this Letter of Transmittal to the Depositary on or prior
to the Expiration Date (as defined in Section 1--"Terms of the Offer;
Expiration Date; Extension of Tender Period; Termination; Amendment" 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
tender their shares pursuant to the guaranteed delivery procedure set forth in
Section 3--"Procedure for Tendering Shares" of the Offer to Purchase. See
Instruction 2 of this Letter of Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
/ / I HAVE LOST MY CERTIFICATES THAT REPRESENTED ________ SHARES OF COMMON
STOCK AND REQUIRE ASSISTANCE IN OBTAINING A REPLACEMENT CERTIFICATE. I
UNDERSTAND THAT I MUST CONTACT INTERWEST TRANSFER COMPANY (THE "TRANSFER
AGENT") TO OBTAIN INSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE
INSTRUCTION 10.
/ / 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 Stockholder(s)' Institution_________________________________
Account Number_________________________________________________________________
Transaction Code Number_______________________________________________________
2
<PAGE>
/ / 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 Tendering Stockholder(s)____________________________________________
Window Ticket Number (if any)_________________________________________________
Date of Execution of Notice of Guaranteed Delivery____________________________
Name of Institution Which Guaranteed Delivery_________________________________
If Delivery by Book-Entry Transfer:
Name of Tendering Institution_________________________________________________
Account Number________________________________________________________________
Transaction Code Number_______________________________________________________
3
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to LL Acquisition Corp., a Delaware
corporation (the "Offeror") and an indirect wholly-owned subsidiary of Wolters
Kluwer U.S. Corporation, a Delaware corporation (the "Parent"), the above
described shares of common stock, par value $.001 per share (the "Common
Stock"), of Loislaw.com, Inc., a Delaware corporation (the "Company"),
pursuant to the Offeror's offer to purchase all of the outstanding shares of
Common Stock (the "Shares"), at a purchase price of $4.3545 per Share, net to
the seller in cash, without interest (such price or such higher price per
share as may be paid in the Offer (as defined below), referred to herein as
the "Offer Price"), upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated December 29, 2000 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and this Letter of Transmittal
(which, together with any amendments or supplements thereto, constitute the
"Offer").
Subject to, and effective upon, the acceptance for payment of the Shares
tendered herewith, in accordance with the terms and subject to the conditions
of the Offer (including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Offeror, all right, title
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