Exhibit 99.7
FORM OF ELECTION AND LETTER OF TRANSMITTAL
To Accompany Certificates for Shares of Common Stock and Preferred Stock of
XXXX, INC.
The Exchange Agent: Computershare Trust Company, N.A.
Pursuant to the terms of the Agreement and Plan of Merger, dated as of
October 11, 2006 (the "Merger Agreement"), by and among Wellsford Real
Properties, Inc. ("Wellsford"), Xxxx, Inc. ("Xxxx") and Xxxx Services, LLC, a
limited liability company and wholly owned subsidiary of Wellsford ("Merger
Sub"), as described and set forth in the Joint Proxy Statement/Prospectus, upon
consummation of the merger, each share of Xxxx common stock and Xxxx preferred
stock will be converted into the right to receive either shares of Wellsford
common stock or cash. As a Xxxx stockholder, you are being given the opportunity
to elect to receive 100% of your merger consideration in shares of Wellsford
common stock. The Election Date is _______, 2007 unless otherwise determined (as
described below). Your Xxxx stock certificate(s) must be delivered on or before
the Election Date together with your properly completed Form of Election and
Letter of Transmittal. Your election is subject to certain adjustment rules
contained in the Merger Agreement, as described in the Joint Proxy
Statement/Prospectus. For more details on the merger consideration and
adjustment rules, see "The Merger Agreement -- Elections" beginning on page [ ]
of the Joint Proxy Statement/Prospectus. Please complete Box 4 or Box 5 below if
you would like to transfer ownership or request special mailing. You are not
required to make an election and, if you do not make an election, following the
consummation of the merger, you will receive a separate letter of transmittal to
surrender your shares of Xxxx common stock and/or Xxxx preferred stock in
exchange for the merger consideration to which you are entitled, which will be
paid 50% in shares of Wellsford common stock and 50% in cash.
Dear Exchange Agent:
I/we the undersigned, surrender to you for exchange the share(s) identified
below. I/we certify that I/we have complied with all requirements as stated in
the instructions below, was/were the registered holder(s) of the shares of Xxxx
common stock and/or Xxxx preferred stock represented by the enclosed
certificates, have full authority to surrender these certificate(s) and give the
instructions in this Form of Election and Letter of Transmittal and warrant that
the shares represented by these certificates are free and clear of all liens,
restrictions, adverse claims and encumbrances.
----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF XXXX
COMMON STOCK AND/OR XXXX PREFERRED STOCK CERTIFICATES SURRENDERED
----------------------------------------------------------------------------------------------------------------------
Name(s) and address(es) of registered holder(s) Shares of Xxxx Common Stock and/or Xxxx Preferred Stock
(Please fill in, if blank) Surrendered
(attach additional schedule if necessary)
----------------------------------------------------------------------------------------------------------------------
Certificate
Number(s) Number of Shares
----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
NOTE: According to the stockholder records of Xxxx, the number of
shares of Xxxx common stock and/or Xxxx preferred stock you should deliver is
indicated on the above label. If the number of shares you surrender is different
from the number of shares indicated above, you will not receive any merger
consideration until you contact
the Exchange Agent to resolve the discrepancy. Also, if the name or address on the above label is not correct,
please indicate any necessary changes.
(1) SIGNATURE: This form must be signed by the registered holder(s) exactly as the registered holder's (holders') name(s)
appear(s) on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents
transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or another acting in a fiduciary or representative capacity, please set forth the full title and submit proper
evidence satisfactory to the Exchange Agent of such signatory's authority to so act.
X
-----------------------------------------------------------------------------------------------------------------
Signature of Stockholder Date Daytime Telephone #
X
------------------------------------------------------------------------------------------------------------------
Signature of Stockholder Date Daytime Telephone #
----------------------------------------------------------------------------------------------------------------------
Name of Stockholder (Please Print)
----------------------------------------------------------------------------------------------------------------------
Name of Stockholder (Please Print)
----------------------------------------------------------------------------------------------------------------------
Capacity (full title), if applicable
Signature(s) Medallion Guaranteed by:
(If Required--See Box 5)
----------------------------------------------------------------------------------------------------------------------
Authorized Signature
----------------------------------------------------------------------------------------------------------------------
Name and Address of Firm
----------------------------------------------------------------------------------------------------------------------
Date
----------------------------------------------------------------------------------------------------------------------
Unless otherwise indicated under Box 4 below (Special Mailing
Instructions), please mail the check to the address(es) of the registered
holder(s) appearing under "Description of Xxxx Common Stock and/or Xxxx
Preferred Stock Certificates Surrendered" above.
Similarly, unless otherwise indicated under Box 5 below (Special
Transfer Instructions), please issue the check in the name(s) of the registered
holder(s) appearing under "Description of Xxxx Common Stock and/or Xxxx
Preferred Stock Certificates Surrendered" above.
2
In the event that either the Special Transfer Instructions or the
Special Mailing Instructions are completed, please issue the check in the
name(s) of, and deliver said check to, the person or persons so indicated.
---------------------------------------------------------------------------
(2) SUBSTITUTE FORM W-9
---------------------------------------------------------------------------
PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW.
---------------------------------------------------------------------------
Enter your Taxpayer Identification
Number (TIN) in the box. For individuals
this is your social security number, and
for entities this is your employer
identification number. If the account is
in more than one name, see the
"Guidelines For Certification of
Taxpayer Identification Number on
Substitute Form W-9" for information on
whose number to enter. If you do not
have a TIN and have applied for one or
intend to apply for one in the near
future, write "Applied For" to the
right, sign below in this Box 2 and sign
the "Certificate of Awaiting Taxpayer
Identification Number" below.
---------------------------------------------------------------------------
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding; and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.
Signature: Date:
---------------------------------------- ------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 28% OF ANY PAYMENTS OF CASH MADE TO YOU. PLEASE REVIEW
"GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN BOX 2 ABOVE.
3
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a Taxpayer Identification Number by the time of payment, 28%
of all reportable payments made to me will be withheld.
Signature: Date:
--------------------------------- ---------------------------
--------------------------------------------------------------------------------
(3) PLACE AN |X| IN THE ELECTION BOX BELOW TO MAKE YOUR ELECTION
TO RECEIVE ALL STOCK
[ ] ALL STOCK ELECTION
All elections are subject to the adjustment rules contained in the Merger
Agreement, as described in the Joint Proxy Statement/Prospectus. You are not
required to make an election, and if you do not place an |X| in the "All Stock
Election" box above, you will be entitled to receive your merger consideration
50% in shares of Wellsford common stock and 50% in cash and you will receive a
separate letter of transmittal following the consummation of the merger.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(4) SPECIAL MAILING INSTRUCTIONS
Fill in ONLY if mailing to someone other than as set forth in the box
"Description of Xxxx Common Stock and/or Xxxx Preferred Stock Certificates
Surrendered" above or to an address other than as set forth in such box.
--------------------------------------------------------------------------------
Name (Please Print First, Middle & Last Name)
--------------------------------------------------------------------------------
Address (Number and Street)
--------------------------------------------------------------------------------
(City, State & Zip Code)
4
--------------------------------------------------------------------------------
(5) SPECIAL TRANSFER INSTRUCTIONS
If you want your shares of Wellsford common stock, check for cash in lieu of
fractional shares and/or check for cash to be issued in another name, fill in
this section with the information for the new account name. Your signature in
Box 1 must be medallion guaranteed.
--------------------------------------------------------------------------------
Name (Please Print First, Middle & Last Name)
--------------------------------------------------------------------------------
Address (Number and Street)
--------------------------------------------------------------------------------
(City, State & Zip Code)
--------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
The Election Date is _________, 2007, unless extended. If the closing
date of the merger is to be more than five business days after the date of the
Xxxx special meeting, the election date will be extended and announced in a
press release delivered to Dow Xxxxx News Service, which date will be at least
five business days following the date of the press release. This means that if
the Exchange Agent has not RECEIVED an effective Form of Election and Letter of
Transmittal and your Xxxx stock certificate(s) at the Exchange Agent's
designated office by 5:00 p.m., New York City Time, on or prior to _______, 2007
(or such other date as described above), you will be deemed to have made no
election and your shares of Xxxx common stock and/or Xxxx preferred stock will
be deemed to be Non-Election Shares (as defined in the Merger Agreement and the
Joint Proxy Statement/Prospectus). Holders of Non-Election Shares will receive a
separate letter of transmittal following the consummation of the Merger.
Completing this Form of Election and Letter of Transmittal does not
have the effect of casting a vote with respect to adoption of the Merger
Agreement and approval of the related transactions at the Xxxx special meeting
of stockholders.
INSTRUCTIONS FOR COMPLETING THE FORM OF ELECTION
AND LETTER OF TRANSMITTAL
PLEASE NOTE: TOTAL SHARES YOU HOLD ARE LISTED ABOVE YOUR NAME AND ADDRESS
(1) Sign, date and include your daytime telephone number in this Form of
Election and Letter of Transmittal in Box 1 and after completing all other
applicable sections return this form and your stock certificates in the
enclosed envelope.
(2) PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER IDENTIFICATION NUMBER OR
SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer. If the Taxpayer
Identification Number or Social Security Number is incorrect or blank,
write the corrected number in Box 2 and sign to certify. Please note that
Wellsford may withhold 28% of your proceeds as required by the IRS if the
Taxpayer Identification Number or Social Security Number is not certified
on our records.
(3) If you are electing to receive all stock for all of your shares of Xxxx
common stock and/or Xxxx preferred stock, please check the box in Box 3.
(4) If you want your shares of Wellsford common stock, your check for cash in
lieu of fractional shares and/or your check for cash merger consideration
to be mailed to someone other than as set forth above in the box entitled
5
"Description of Xxxx Common Stock and/or Preferred Stock Certificates
Surrendered," or to an address other than as set forth in such box,
complete the Special Mailing Instructions in Box 4.
(5) If you want your shares of Wellsford common stock, check for cash in lieu
of fractional shares, and/or check for cash merger consideration to be
issued in another name other than the name in Box 1, complete the Special
Transfer Instructions in Box 5. Signature(s) in Box 5 must be medallion
guaranteed.
Please refer to the Instructions For Completing the Form of Election and Letter
of Transmittal included in your packet for additional information and
instructions. If you wish to designate an allocation of the merger consideration
among your Xxxx shares for tax purposes, please consult your tax advisor.
HOW TO CONTACT EXCHANGE AGENT
By Telephone - 9 a.m. to 5 p.m. Eastern Daylight Time, Monday through Friday,
except for bank holidays:
From within the U.S., Canada or Puerto Rico: From outside the U.S.:
877-282-1168 (Toll Free) 000-000-0000
WHERE TO FORWARD YOUR FORM OF ELECTION AND LETTER OF TRANSMITTAL
By Regular Mail (Registered Insured Mail), or Overnight Courier
to the Exchange Agent
By Mail: By Overnight Courier:
Computershare Computershare
c/o Voluntary Corporate Actions c/o Voluntary Corporate Actions
P.O. Box 859208 000 Xxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000 Xxxxxxxxx, XX 00000
6
INSTRUCTIONS FOR COMPLETING
THE FORM OF ELECTION AND LETTER OF TRANSMITTAL
These instructions are for the accompanying Form of Election and Letter of
Transmittal for the registered stockholders of Xxxx, Inc. ("Xxxx"). All
elections are subject to the terms and conditions of the Agreement and Plan of
Merger, dated as of October 11, 2006 (the "Merger Agreement"), by and among
Xxxx, Wellsford Real Properties, Inc. ("Wellsford") and Xxxx Services, LLC, a
limited liability company and wholly owned subsidiary of Wellsford ("Merger
Sub"), a copy of which was furnished to stockholders as part of the Joint Proxy
Statement/Prospectus dated ________, 2007 (the "Joint Proxy Statement/
Prospectus").
GENERAL INSTRUCTIONS
The Form of Election and Letter of Transmittal is to be completed and submitted
to Computershare Trust Company, N.A. (the "Exchange Agent") prior to the
Election Date (as defined below) by those holders of shares of Xxxx common stock
and/or Xxxx preferred stock desiring to make an election.
The "Election Date" is 5:00 p.m., New York City time, on _______, 2007, unless
extended by Wellsford and Xxxx. Any change to the Election Date will be
announced by a press release delivered to Dow Xxxxx News Service, and the new
Election Date will be at least five business days following the date of the
press release. If the Exchange Agent has not received by the Election Date a
properly completed Form of Election and Letter of Transmittal from a holder of
shares of Xxxx common stock and/or Xxxx preferred stock at the Exchange Agent's
designated office, that holder will be deemed to have made no election and that
holder's shares of Xxxx common stock or Xxxx preferred stock will be deemed to
be Non-Election Shares (as defined in the Merger Agreement and the Joint Proxy
Statement/Prospectus).
Holders of Non-Election Shares must keep their stock certificate(s) until after
the merger is consummated, at which time holders of Non-Election Shares will
receive a separate letter of transmittal which will describe how to exchange
Xxxx stock certificate(s) for the merger consideration.
The Form of Election and Letter of Transmittal must be accompanied by the Xxxx
stock certificate(s) representing the shares of Xxxx common stock and/or Xxxx
preferred stock for which an election has been made. Until (a) a record holder's
stock certificate(s) is(are) received by the Exchange Agent at the address set
forth on the Form of Election and Letter of Transmittal, together with any other
documents the Exchange Agent may require, and the same are processed for
exchange by the Exchange Agent, and (b) the merger is consummated, the holder
will not receive his or her shares of Wellsford common stock and/or a check
representing the cash consideration or cash in lieu of fractional shares (if
any) in exchange for his or her shares of Xxxx common stock and/or Xxxx
preferred stock. No interest will accrue on any cash consideration or any cash
in lieu of fractional shares.
Any holder of Xxxx shares who has made an election by submitting a Form of
Election and Letter of Transmittal to the Exchange Agent may, at any time prior
to the Election Date, revoke an election and withdraw the certificate(s) for the
holder's shares of Xxxx common stock and/or Xxxx preferred stock deposited with
the Exchange Agent by written notice to the Exchange Agent, which notice must be
received prior to the Election Date. After the Election Date, a holder of shares
of Xxxx common stock and/or Xxxx preferred stock may not change an election and
may not withdraw such holder's stock certificate(s).
All Forms of Election and Letters of Transmittal will be void and of no effect
if the merger is not consummated for any reason and any certificates of Xxxx
common stock and/or Xxxx preferred stock submitted therewith will be promptly
returned.
7
FORM OF ELECTION AND LETTER OF TRANSMITTAL
ABOUT YOU AND YOUR SHARES
Shown in the Box entitled "Description of Xxxx Common Stock and/or Xxxx
Preferred Stock Certificates Surrendered," which is above Box 1 of the Form of
Election and Letter of Transmittal, are the registration number of your account
and the number of shares of Xxxx common stock and/or Xxxx preferred stock you
own as reflected on the records of Xxxx at the time of mailing these
instructions. If your stock certificate(s) is(are) lost, missing or destroyed,
please contact Xxxx by telephone at (000) 000-0000, extension 444 for
instructions on how to replace your Xxxx stock certificate(s). Strike any
incorrect address information that is printed in this Box of the Form of
Election and Letter of Transmittal. Clearly print the correct address in the
space beside the printed information.
ELECTION OPTIONS AND REQUIRED SIGNATURES (BOXES 1-3)
The terms of the Merger Agreement allow you to elect, subject to certain
limitations set forth in the Merger Agreement, to receive 100% of your merger
consideration in shares of Wellsford common stock in exchange for your shares of
Xxxx common stock and/or Xxxx preferred stock. For more information, please
refer to the Joint Proxy Statement/Prospectus. If you make this election, your
stock certificate(s) must be returned with the Form of Election and Letter of
Transmittal in order for your election to be valid.
BOX 1: Required Signatures
All individuals listed on the account must sign and date the Form of
Election and Letter of Transmittal in Box 1. Please be sure to include your
daytime telephone number.
By signing, you: (1) acknowledge receipt of the Joint Proxy
Statement/Prospectus and agree that all elections, instructions and orders
in the Form of Election and Letter of Transmittal are subject to the terms
and conditions of the Merger Agreement, the Joint Proxy
Statement/Prospectus and these instructions; (2) represent and warrant that
you are, as of the date of signature, and will be, as of the effective time
of the merger, the record holder of the shares of Xxxx common stock and/or
Xxxx preferred stock represented by the stock certificate(s) surrendered
with the Form of Election and Letter of Transmittal, with good title to
those shares and full power and authority (i) to sell, assign and transfer
those shares free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims, and (ii) to make the
election indicated on the Form of Election and Letter of Transmittal; (3)
agree that you will, upon request, execute any additional documents
necessary or desirable to complete the surrender and exchange of the shares
of Xxxx common stock and/or Xxxx preferred stock represented by the stock
certificate(s) surrendered with the Form of Election and Letter of
Transmittal; (4) irrevocably appoint the Exchange Agent as your agent to
effect the exchange pursuant to the Merger Agreement and these
instructions; (5) authorize and instruct the Exchange Agent to deliver the
stock certificate(s) covered by the Form of Election and Letter of
Transmittal, and to receive on your behalf, in exchange for the shares of
Xxxx common stock and/or Xxxx preferred stock represented by that stock
certificate(s), any check and/or any certificate(s) for shares of Wellsford
common stock issuable to the signatory on the Form of Election and Letter
of Transmittal; (6) authorize the Exchange Agent to follow any election and
to rely upon all representations, certifications and instructions contained
in the Form of Election and Letter of Transmittal; and (7) agree that all
authority conferred or agreed to be conferred in the Form of Election and
Letter of Transmittal is binding upon your successors, assigns, heirs,
executors, administrators and legal representatives and is not affected by,
and survives, your death or incapacity.
BOX 2: Instructions for Completing Substitute Form W-9 Certification
Each holder of shares of Xxxx common stock and/or Xxxx preferred stock (or
other payee) is required to provide Wellsford with the stockholder's
Taxpayer Identification Number ("TIN") or Social Security Number ("SSN")
and to certify, under penalties of perjury, that (1) the TIN or SSN printed
on the Form of Election and Letter of Transmittal is correct, (2) such
stockholder (or other payee) is not subject to backup withholding, and (3)
such stockholder (or other payee) is a U.S. person, or, alternatively, to
establish another basis for exemption from backup withholding. If the
surrendering Xxxx stockholder (or other payee) has been notified by the
Internal Revenue Service (the "IRS") that such stockholder (or other payee)
is subject to backup withholding, such stockholder (or other payee) must
cross out item (2) in Box 2, unless such stockholder (or other payee) has
since been notified by the IRS that such stockholder (or other payee) is no
longer subject to backup withholding. In
8
addition to potential penalties, failure to provide the correct information
on the Substitute Form W-9 may subject the stockholder (or other payee) to
28% Federal income tax backup withholding on any payments made pursuant to
the merger. Regardless of whether the holder of shares of Xxxx common stock
and/or Xxxx preferred stock has previously furnished a TIN or SSN, such
stockholder (or other payee) must again furnish this number on the
Substitute Form W-9 Certification.
If the stockholder (or other payee) has not been issued a TIN and has
applied for one or intends to apply for one in the near future, such
stockholder (or other payee) should write "Applied For" in the space
provided for the TIN in Box 2, sign and date the Substitute Form W-9 and
complete the Certificate for Awaiting Taxpayer Identification Number. If
"Applied For" is written in Box 2 and the Exchange Agent is not provided
with a TIN by the time of payment of the merger consideration, the Exchange
Agent will withhold 28% from any payments to such stockholder (or other
payee).
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9, including how to obtain a TIN if you do
not have one, consult the enclosed GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE W-9.
If you are a trustee, executor, administrator or someone who is acting on
behalf of a stockholder and your name is not printed on the Form of
Election and Letter of Transmittal, you must include your full title and
send us proper evidence of your authority to exchange the shares.
You are urged to consult your tax advisor regarding your qualifications for
exemption from backup withholding and the procedure for obtaining such
exemption.
BOX 3: Election Option
Check the box in Box 3 on the Form of Election and Letter of
Transmittal if you would like to elect to receive 100% of your merger
consideration in shares of Wellsford common stock in exchange for your
shares of Xxxx common stock and/or Xxxx preferred stock being
surrendered with this Form of Election and Letter of Transmittal.
Subject to the adjustment rules set forth in Section 3.3 of the Merger
Agreement and described in the Joint Proxy Statement/Prospectus, you
will receive: (1) for each share of Xxxx common stock that you
surrender, one share of Wellsford common stock; (2) for each share of
Xxxx Series A preferred stock that you surrender, 56.75 shares of
Wellsford common stock; (3) for each share of Xxxx Series B preferred
stock that you surrender, 33.33 shares of Wellsford common stock; (4)
for each share of Xxxx Series C preferred stock that you surrender,
25.20 shares of Wellsford common stock; and (5) for each share of Xxxx
Series D preferred stock that you surrender, 31.06 shares of Wellsford
common stock. No fractional shares will be issued and you will receive
a cash payment in lieu of fractional shares.
If you do not check the box in Box 3, you will be deemed to have not
made the election and you will be entitled to receive your merger
consideration 50% in shares of Wellsford common stock and 50% in cash.
You are not required to make an election in order to be entitled to
receive merger consideration.
We cannot guarantee that you will receive the form of merger
consideration that you elect. All elections are subject to the
adjustment rules contained in Section 3.3 of the Merger Agreement. A
description of the adjustment procedures is set forth in the Joint
Proxy Statement/Prospectus under the Section entitled "The Merger
Agreement--Elections" beginning on page [83]. In connection with making
any election, each Xxxx stockholder should read carefully the
information contained in the Joint Proxy Statement/Prospectus.
VALIDITY OF SURRENDER; IRREGULARITIES
Any disputes regarding your election or the elections made by other Xxxx
stockholders will be resolved by the Exchange Agent (in consultation with Xxxx
and Wellsford) and its decision will be final for all parties concerned. The
Exchange Agent has the right, subject to reasonable discretion, to reject any
and all Forms of Election which it determines are not in proper form or to waive
minor defects in any Form of Election and Letter of Transmittal. Surrenders of
stock certificate(s) will not be effective until all defects or irregularities
that have not been waived by the Exchange Agent have been corrected. Neither
Xxxx nor Wellsford is under any obligation to provide notification of any
defects in the deposit and surrender of any certificate(s) formerly representing
Xxxx shares, nor shall Xxxx or
9
Wellsford be liable for any failure to give any such notification. Please return
your Form of Election and Letter of Transmittal promptly to allow sufficient
time to correct any possible deficiencies before the Election Date.
LOST, MISSING OR DESTROYED CERTIFICATE(S)
If your stock certificate(s) is(are) lost, missing or destroyed, contact Xxxx
at (000) 000-0000, extension 444 and provide your account name, address and
phone number. You will then be instructed as to the steps you must take in order
to surrender your shares for exchange. You will not be able to make an election
on those shares until they have been replaced by Xxxx.
UNLESS THERE ARE SPECIAL TRANSFER INSTRUCTIONS OR SPECIAL MAILING INSTRUCTIONS,
YOU NEED NOT CONTINUE TO THE NEXT SECTION. HOWEVER, BEFORE YOU MAIL YOUR FORM OF
ELECTION AND LETTER OF TRANSMITTAL, MAKE SURE YOU DO THE FOLLOWING:
(a) Verify the election you have chosen;
(b) Sign and date the Form of Election and Letter of Transmittal and include
your daytime phone number;
(c) Verify the TIN or SSN printed on the form and sign the Substitute Form W-9
certification in Box 2; and
(d) Include your Xxxx stock certificate(s), together with the Form of Election
and Letter of Transmittal in the enclosed envelope. You do not need to
endorse the stock certificate(s) unless you have provided special transfer
instructions.
SPECIAL MAILING INSTRUCTIONS (BOX 4)
If you want your certificates representing shares of Wellsford common stock,
your check for cash in lieu of fractional shares, and/or your check for cash
merger consideration to be mailed (a) to someone other than the registered
holder or (b) to the registered holder at a different address than the one shown
on the front of the Form of Election and Letter of Transmittal, please complete
Box 4.
Note: Your address of record will not be affected by completing this Box 4.
SPECIAL TRANSFER INSTRUCTIONS (box 5)
If you want your shares of Wellsford common stock registered or your check made
payable in a name or names different from the name(s) printed on the Form of
Election and Letter of Transmittal, please follow the instructions below.
Print the name(s), address(es) of the person(s) receiving the shares in the
space provided under Special Transfer Instructions in Box 5. Then, refer to the
procedures below for the requirements needed to make some of the most frequently
requested types of registration changes. These documents must accompany your
Form of Election and Letter of Transmittal.
If there is a name change due to marriage or a transfer of ownership to another
individual:
1. Obtain a signature guarantee for the stockholder whose name is
printed on the Form of Election and Letter of Transmittal. If
it is a joint account, both owners must sign and have their
signatures guaranteed. Each signature must be guaranteed in
Box 1 by an officer of a commercial bank, trust company,
credit union or savings & loan who is eligible to provide a
medallion guarantee, or by a stockbroker who is eligible to
provide a medallion guarantee. The signature of a Notary
Public is not acceptable for this purpose.
10
2. Complete the Substitute Form W-9 in Box 2 of the Form of
Election and Letter of Transmittal by listing the TIN or SSN
that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the
Substitute Form W-9. Please refer to the Instructions for
Completing Substitute Form W-9 above for more detailed
information.
If the stockholder whose name is printed on the Form of Election and Letter of
Transmittal is deceased and you are the executor or administrator of the estate:
1. Provide a certified (under raised seal) copy of the Court
Qualification appointing the legal representative (dated
within the previous 60 days).
2. Obtain a signature for the legal representative. The signature
in Box 1 must be guaranteed by an officer of a commercial
bank, trust company, credit union or savings & loan who is
eligible to provide a medallion guarantee or by a stockbroker
who is eligible to provide a medallion guarantee. The
signature of a Notary Public is not acceptable for this
purpose.
3. Complete the Substitute Form W-9 in Box 2 of the Form of
Election and Letter of Transmittal by listing the TIN or SSN
that is to be used for tax reporting on the new account. If
the account is being registered in the name of the estate and
not to an individual, a TIN is required. Please refer to the
Instructions for Completing Substitute Form W-9 above for more
detailed information.
If the account is a joint account and one of the account holders is deceased and
the check and/or shares are to be transferred to the survivor only:
1. Provide a certified (under raised seal) copy of the death certificate.
2. Provide the survivor's signature. (Signature guarantee is not
necessary in this case.)
3. Complete the Substitute Form W-9 in Box 2 of the Form of Election and
Letter of Transmittal by listing the TIN or SSN that is to be used for
tax reporting on the new account. The individual whose TIN or SSN is
being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 above for more
detailed information.
If the account is a joint account and one of the account holders is deceased and
the check and/or shares are to be transferred to the survivor and an additional
person:
1. Provide a certified (under raised seal) copy of the death certificate.
2. The survivor must obtain a signature guarantee. The signature must be
guaranteed in Box 1 by an officer of a commercial bank, trust company,
credit union or savings & loan who is eligible to provide a medallion
guarantee, or by a stockbroker whose is eligible to provide a
medallion guarantee. The signature of a Notary Public is not
acceptable for this purpose.
3. Complete the Substitute Form W-9 in Box 2 of the Form of Election and
Letter of Transmittal by listing the TIN or SSN that is to be used for
tax reporting on the new account. The individual whose TIN or SSN is
being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 above for more
detailed information.
If the account is a custodial account and the former minor has reached the legal
age of majority:
1. The former minor must obtain a signature guarantee. The signature must
be guaranteed in Box 1 by an officer of a commercial bank, trust
company, credit union or savings & loan who is eligible to provide a
medallion guarantee, or by a stockbroker who is eligible to provide a
medallion guarantee. The signature of a Notary Public is not
acceptable for this purpose.
11
2. Provide a certified (under raised seal) copy of the birth certificate
of the former minor.
3. Complete the Substitute Form W-9 in Box 2 of the Form of Election and
Letter of Transmittal by listing the TIN or SSN that is to be used for
tax reporting on the new account. The individual whose TIN or SSN is
being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 above for more
detailed information.
If the request is being made by a minor who has now reached the age of majority:
1. The former minor must obtain a signature guarantee. This signature
must be guaranteed in Box 1 by an officer of a commercial bank, trust
company, credit union or savings & loan who is eligible to provide a
medallion guarantee, or by a stockbroker who is eligible to provide a
medallion guarantee. The signature of a Notary Public is not
acceptable for this purpose.
2. Complete the Substitute Form W-9 in Box 2 of the Form of Election and
Letter of Transmittal by listing the TIN or SSN that is to be used for
tax reporting on the new account. The individual whose TIN or SSN is
being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 above for more
detailed information.
If you want to have the account registered in the name of a trust:
1. Obtain a signature guarantee for the stockholder whose name is printed
on the Form of Election and Letter of Transmittal. If it is a joint
account, both owners must sign and have their signatures guaranteed.
Each signature must be guaranteed in Box 1 by an officer of a
commercial bank, trust company, credit union or savings & loan who is
eligible to provide a medallion guarantee, or by a stockbroker who is
eligible to provide a medallion guarantee. The signature of a Notary
Public is not acceptable for this purpose.
2. Provide a copy of the first and last pages of the trust agreement.
3. Complete the Substitute Form W-9 in Box 2 of the Form of Election and
Letter of Transmittal by listing the TIN or SSN that is to be used for
tax reporting on the new account. The individual whose TIN or SSN is
being used must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 above for more
detailed information.
If your circumstances differ from those listed above, or if you have any other
questions, please contact the Exchange Agent at the number below.
DELIVERY INSTRUCTIONS
Computershare Trust Company, N.A.
For information: 877-282-1168
By Regular Mail (Registered Insured Mail), or Overnight Delivery:
By Mail: By Overnight Courier:
Computershare Computershare
c/o Voluntary Corporate Actions c/o Voluntary Corporate Actions
P.O. Box 859208 000 Xxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000 Xxxxxxxxx, XX 00000
The method of delivery of all documents is at the option and risk of the holder
of shares of Xxxx common stock and/or Xxxx preferred stock. If delivery is by
mail, the use of registered mail, with return receipt requested, properly
insured, is strongly recommended.
12
