Exhibit 99.1B
EXHIBIT B
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK OF
WATER ISLAND, INC.
To: The Common Shareholders of Water Island, Inc.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger dated as of August
22, 2003 among GW Mergerco, Inc., Glacier Water Services, Inc. and Water Island,
Inc. (the "Merger Agreement"). Terms not defined in this Letter of Transmittal
have the meanings given to them in the Merger Agreement.
In order to receive the Preliminary Closing Merger Consideration pursuant
to the Merger, each holder of certificates theretofore representing shares of
the Common Stock is required to surrender his or her stock certificate or
certificates, together with the enclosed letter of transmittal, duly executed,
to _______________, which is acting as paying agent (the "Paying Agent"). No
letter of transmittal will be effective unless it is properly completed and
accompanied by certificates for the Common Stock to which such letter of
transmittal relates. THE METHOD OF DELIVERY IS AT THE OPTION AND RISK OF THE
HOLDER OF THE COMMON STOCK, BUT IF SENT BY MAIL, REGISTERED MAIL, RETURN RECEIPT
REQUESTED AND PROPERLY INSURED, IS SUGGESTED. Upon receipt of such certificate
or certificates, together with a duly executed letter of transmittal, the Paying
Agent will as soon as practicable issue a check to the holder which submitted
its certificate or certificates in an amount equal to Preliminary Closing Merger
Consideration multiplied by the number of shares of Common Stock represented by
such certificate or certificates.
To prevent backup federal income tax withholding on payments made to
certain holders of Common Stock, each holder must provide the Paying Agent with
its correct taxpayer identification number and certify that it is not subject to
backup federal income tax withholding by completing the Substitute Form W-9
included in the letter of transmittal.
1. Numbers of Shares. In connection with and pursuant to the terms of the
Merger as set forth in the Merger Agreement, the undersigned hereby surrenders
to the Paying Agent the following number of shares (the "Shares") of Common
Stock of Water Island, Inc. (the "Company") together with the stock certificates
representing such Shares. Please deliver this Letter of Transmittal to the
attention of the Paying Agent at _______________________.
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Certificate Number Number of Shares Represented by Number of Shares Surrendered for
Certificate Exchange into Cash Proceeds
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Total
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2. Payment Instructions. Please mail the undersigned a check representing the
aggregate dollar amount payable to the undersigned at the address shown below.
Name of Owner (Use exact name on Certificate):
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Mailing Address:
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Area Code and Telephone Number:
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The undersigned acknowledges that the merger consideration for the
tendered Shares will be determined and paid as set forth in the Merger
Agreement.
3. Representations and Warranties. The undersigned hereby expressly represents
and warrants as follows:
(a) Organization and Authority. The undersigned, if an entity, has
been duly organized and is validly existing and in good standing under the
laws of its organization with all requisite power and authority to enter
into and perform its obligations under this Transmittal Letter and to
consummate the transactions contemplated herein. This Transmittal Letter
has been duly executed and delivered by the undersigned pursuant to any
necessary authorization and constitutes the legal, valid and binding
obligation of the undersigned enforceable against the undersigned in
accordance with its terms, except to the extent that enforceability thereof
may be limited by: (i) applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws from time to time in
effect affecting generally the enforcement of creditors' rights and
remedies; and (ii) general principles of equity, including, without
limitation, principles of reasonableness, good faith and fair dealing
(regardless of whether enforceability is considered in a proceeding at law
or in equity).
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(b) Title. The undersigned (i) is, directly or indirectly, the record
[and beneficial] owner of the Shares free and clear of any lien or
encumbrance with full power and authority to convey the Shares, and (ii)
transfers herewith to the Paying Agent good and marketable title to the
Shares, free and clear of any encumbrance.
(c) No Violations, Etc. Neither the undersigned's execution and
delivery of this Letter of Transmittal, the consummation of the
transactions described in the Merger Agreement nor compliance by the
undersigned with any of the provisions thereof will (i) result in the
creation of any encumbrance upon the Shares under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, deed of
trust, license, agreement, or any other instrument or obligation to which
the undersigned is a party which the Shares may be bound or affected, or
otherwise or (ii) violate any order, writ, injunctions, decree, statute,
rule or regulation applicable to the Shares. No consent, approval,
authorization, order, filing, registration or qualification of or with any
court, governmental authority or third person is required to be obtained by
the undersigned in connection with the execution and delivery by the
undersigned of this Letter of Transmittal or consummation by the
undersigned of the transactions contemplated herein in the manner described
in the Merger Agreement.
(d) No Other Agreements to Sell Assets or Business. The undersigned
has no legal obligation, absolute or contingent, to any other person or
entity to sell the Shares (other than the sales contemplated hereby) or
otherwise effect the sale of the Shares.
(e) Litigation. There is no action, claim, suit or proceeding pending
or, to the undersigned's knowledge, threatened by or against or affecting
the undersigned or the Shares and, to the knowledge of the undersigned,
there is no investigation pending or threatened against or affecting the
undersigned or the Shares, in each case before any governmental authority,
that could affect the undersigned's ability to sell and transfer such
Shares or otherwise to consummate the transactions described in the Merger
Agreement. There are no writs, decrees, injunctions or orders of any
governmental authority outstanding against the undersigned with respect to
the outstanding Shares.
(f) No Defaults or Conflicts. The execution and delivery of this
Letter of Transmittal by the undersigned and performance by the undersigned
of its obligations hereunder have been duly authorized by all necessary
action on the part of the undersigned and: (i) do not result in any
violation of, if the undersigned is an entity, its constituent instruments
and (ii) does not conflict with, or result in a breach of any of the terms
or provisions of, or constitute a default under, or result in the creation
or imposition of any encumbrance upon any of the undersigned's property or
assets (except for such conflicts, breaches or defaults or ncumbrances as
would not adversely affect the consummation of the transactions
contemplated hereby) under: (A) any indenture, mortgage or loan or any
other agreement or instrument to which the undersigned is a party or by
which it may be bound or to which the undersigned's properties may be
subject; or (B) any existing applicable law, rule, regulation, judgment,
order or decree of any governmental authority having jurisdiction over the
undersigned or any of its properties.
(g) No Actions, Suits or Proceedings. There is no action, suit or
proceeding pending or threatened against the undersigned, nor has any
litigation been overtly threatened in writing to the undersigned before any
governmental authority with respect to which there is a substantial
possibility of determination which questions the validity or legality of
this Letter of Transmittal or of the transactions described in the Merger
Agreement or which seeks to prevent the consummation of the transactions
contemplated thereby.
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(h) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority will be required to be obtained
or made by the undersigned in connection with the due execution and
delivery by the undersigned of this Letter of Transmittal and the
consummation by the undersigned of the transactions as described in the
Merger Agreement.
4. Release. The undersigned, effective as of the Effective Date of the
Merger, hereby releases the Company, its subsidiaries and any affiliate of
either of them and their employees, directors and agents from any liability
or cause of action the undersigned has ever had or may ever claim from the
beginning of time to the date hereof to the extent arising as a result of
the undersigned's ownership of the Shares, other than indemnity matters,
compensation matters, matters relating to employee benefits due to current
employees of any of the Company or its subsidiaries, or claims related to
the Merger.
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This Letter of Transmittal shall remain in full force and effect
notwithstanding the death or incapacity of the undersigned and shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.
I agree that the Instructions to this Letter of Transmittal constitute
an integral part of this instrument and I agree to be bound thereby.
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SIGN BELOW
(See Instruction 1)
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Signature of Stockholder
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Print name of Stockholder
Must be signed by registered holder(s) exactly as name(s) appear(s) on
share certificate(s). See Instruction 1.
Dated: , 2003
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Please return executed Letter of Transmittal and executed stock power NO
LATER THAN ______________, 2003 to:
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Remember to include your executed I.R.S. Form W-9 (or I.R.S. Form W-8 if you are
not a resident of the United States).
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Part 1 - PLEASE provide your tin in the box Tax Identification Number
SUBSTITUTE at right and certify by signing and dating (Social Security Number or
below. Employer Identification Number)
Form W-9 ________________________
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Department of the Treasury
Part 2 - Check the box if you are not subject to backup
withholding because (1) you Internal Revenue Service
are exempt, or (2) you have not been notified that you
are subject to backup withholding as a result of
failure to report all interest or dividends or (3) the
Internal Revenue Service has notified you that you are
no longer subject to backup withholding. |_|
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Payer's Request for Taxpayer Certification - Under penalties of perjury, I certify Part 3 -
Identification Number (TIN) that (1) I am a U.S. person and (2) the information
provided on this form is true, correct and complete. Awaiting TIN |_|
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Signature Date
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NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENT MADE TO STOCKHOLDERS. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. IF THE BOX IN PART 3 OF
THE SUBSTITUTE FORM W-9 IS CHECKED, THE CERTIFICATE BELOW MUST BE COMPLETED.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
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I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) 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 (b)
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, 31%
of any cash payment made to me will be withheld, but that such amount will be
refunded to me if I then provide a Taxpayer Identification Number within sixty
(60) days.
Signature Date
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
1. Letter of Transmittal. The Letter of Transmittal should be properly filled
in, signed and returned to _____________________at__________________________,
Attention: _____________. It may be mailed or delivered by hand. It is
recommended that the surrendering holder use certified mail or courier. The
method of delivery of all documents is at the option and risk of the
surrendering holder.
2. Certificates in Different Names. The Letter of Transmittal may be used to
submit more than one Certificate only if all of the Certificates are registered
in exactly the same name. Otherwise, it will be necessary to complete, sign and
submit as many Letters of Transmittal as there are different registrations of
Certificates. Additional Letters of Transmittal may be photocopied from the
enclosed.
3. Inadequate Space. If the space provided is inadequate, all additional
information should be listed on a separate signed schedule attached hereto.
4. Signatures. The Letter of Transmittal shall be signed by the registered
holder(s) of the certificates submitted herewith. The signature(s) must
correspond with the name(s) as set forth on the face of the certificate(s),
without alteration, enlargement or any change whatsoever.
If the certificate(s) submitted herewith are held of record by two or
more joint owners, all such holders must sign this Letter of Transmittal.
If this Letter of Transmittal or any certificates are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and proper evidence satisfactory to the
Paying Agent of their authority so to act must be submitted.
5. Payment Only to Registered Owner. Payment for tendered Shares may only be
issued in the name of the registered owner of such Shares.
6. Questions. Questions should be directed to_____________________________,
at__________________________________, Telephone: ___________________.
Important Tax Information. Under federal law, if you fail to complete I.R.S.
Form W-9 (or I.R.S. Form W-8 if you are not a resident of the United States),
the payor will be required to withhold taxes from your payment. Please complete
and return the accompanying I.R.S. Form W-9 (or I.R.S. Form W-8, if applicable)
with your Letter of Transmittal to avoid the withholding tax.
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