PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. In order for a holder of Shares to tender Shares validly pursuant to the Offer, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case prior to the Expiration Date or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. VALID TENDERS. In order for a stockholder validly to tender Shares pursuant to the Offer, either (1) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at its address set forth on the back cover of this Offer to Purchase and either the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (2) the tendering stockholder must comply with the guaranteed delivery procedures described below.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. Valid Tender of Shares Except as set forth below, in order for Shares to be validly tendered pursuant to the Offer, an Agent's Message in connection with a book entry delivery of the Shares or the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, and all other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, and either (i) such Shares must be tendered pursuant to the procedure for book entry transfer set forth below and a Book Entry Confirmation must be received by the Depositary or certificates representing tendered Shares and the related Assignments must be received by the Depositary, in each case on or prior to the Expiration Date or (ii) the guaranteed delivery procedures set forth below must be complied with. A shareholder who holds Shares through a broker, bank or other nominee is urged to consult with such nominee to determine whether administrative transaction costs are applicable if the shareholder tenders Shares through such nominee and not directly to the Depositary. The method of delivery of certificates representing tendered Shares, the Letter of Transmittal and all other required documents is at the option and sole risk of the tendering shareholder, and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. A Shareholder can tender as many or as few of his Shares as he determines, subject to LCC's right to accept or reject tendered Shares as provided in this Offer.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. If I accept the Offer, how will I get paid? If the conditions are satisfied and we accept your validly tendered Shares for payment, payment will be made by deposit of the aggregate purchase price for the Shares accepted in the Offer with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting payments subject to any tax withholding required by applicable law, to tendering stockholders whose Shares have been accepted for payment.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. If backup withholding applies to a stockholder, the Depositary is required to withhold 31% from payments to such stockholder. Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the Internal Revenue Service. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an appropriate income tax return. The receipt of cash by stockholders pursuant to the Merger should result in federal income tax consequences to such stockholders similar to those described above. PRICE RANGE OF SHARES The Shares are listed on the New York Stock Exchange under the symbol BH and began trading on July 28, 1998. The following table sets forth for the periods indicated the high and low sale prices per Share as reported on the New York Stock Exchange for the period since trading commenced, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and thereafter as reported in published financial sources. MARKET PRICE ------------------- HIGH LOW -------- -------- July 28, 1998--September 30, 1998........................... $ 7.75 $4.38 Fourth Quarter--1998........................................ $ 6.13 $3.25 First Quarter--1999......................................... 10.00 6.00 Second Quarter--1999........................................ 8.50 7.44 Third Quarter--1999......................................... 8.13 6.88 Fourth Quarter--1999........................................ 7.44 3.88 January 1, 2000--March 3, 2000.............................. $ 9.38 $4.25 As of March 2, 2000 there were approximately 94 holders of record of Shares and 17,708,686 outstanding Shares. The Merger Agreement prohibits the Company from paying or declaring any dividends on the Shares during the period between the date of the Merger Agreement and the consummation of the merger. The Company has not declared or paid any dividend since the initial public offering of BHC in 1995 and does not anticipate that it will pay any dividends in the foreseeable future.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. In order for a holder of Shares to validly tender Shares pursuant to the Offer, (i) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below. The term "
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. Valid Tender of Shares. Except as set forth below, to validly tender Shares in the Offer, the Depositary must receive the Letter of Transmittal (or a facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal at its address set forth on the back cover of this Offer to Purchase on or prior to the Expiration Time, and either (a) Certificates representing tendered Shares must be delivered to the Depositary or Shares must be tendered pursuant to the procedure for Book-Entry Transfer (as defined below) and the Depositary must receive Book-Entry Confirmation, in each case, on or prior to the Expiration Time or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The method of delivery of the Letter of Transmittal, Certificates and all other required documents, including delivery through DTC, is at the option and sole risk of the tendering stockholder, and delivery will be considered made only when the Depositary actually receives the Certificates, the Letter of Transmittal and all other required documents. If delivery is by mail, registered mail with return receipt requested, properly insured, is encouraged and strongly recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the Expiration Time.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES
