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EXHIBIT (A)(2)
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FEBRUARY 13, 1998, UNLESS THE OFFER IS EXTENDED.
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LETTER OF TRANSMITTAL
TO TENDER COMMON SHARES
(INCLUDING THE ASSOCIATED SHARE PURCHASE RIGHTS)
OF
SAFETY-KLEEN CORP.
PURSUANT TO THE OFFER TO EXCHANGE DATED JANUARY 15, 1998
BY
XXXXXXX ENVIRONMENTAL SERVICES, INC.
AND
LES ACQUISITION, INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
XXXXXXX ENVIRONMENTAL SERVICES, INC.
The Depositary for the Offer is:
IBJ XXXXXXXX BANK & TRUST COMPANY
By Mail: By Facsimile Transmission: By Hand or Overnight Delivery:
P.O. BOX 84 (FOR ELIGIBLE INSTITUTIONS ONLY) 1 STATE STREET
BOWLING GREEN STATION (000) 000-0000 SECURITIES PROCESSING WINDOW
WINDOW SC-1 CONFIRM BY TELEPHONE: SC-1
NEW YORK, NY 10004 (000) 000-0000 NEW YORK, NY 10004
ATTN: REORGANIZATION DEPT. ATTN: REORGANIZATION DEPARTMENT
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE COPY TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
SIGNATURES MUST BE PROVIDED ON THE INSIDE AND REVERSE BACK COVER. 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 shareholders if
certificates for Shares (as defined below) are to be forwarded herewith or
(unless an Agent's message (as defined in the Exchange Offer (as defined below)
is utilized)) if tenders of Shares are to be made by book-entry transfer to the
account of IBJ Xxxxxxxx Bank & Trust Company as Depositary (the "Depositary")
maintained at The Depository Trust Company ("DTC" or the "Book-Entry Transfer
Facility") pursuant to the procedures set forth under the caption "The Xxxxxxx
Environmental Offer -- Procedure for Tendering" in the Exchange Offer.
Shareholders who tender Shares by book-entry transfer are referred to herein as
"Book-Entry Shareholders" and other shareholders are referred to herein as
"Certificate Shareholders."
Shareholders whose certificates for such Shares (the "Share Certificates")
are not immediately available or who cannot deliver their Share Certificates and
all other documents required hereby to the Depositary on or prior to the
Expiration Date, (as defined under the caption "Prospectus Summary -- The
Xxxxxxx Environmental Offer" in the Exchange Offer) or who cannot complete the
book-entry transfer procedures on a timely basis, may nevertheless tender their
Shares according to the guaranteed delivery procedure set forth of the Exchange
Offer. See Instruction 2 of this Letter of Transmittal. Delivery of documents to
the Book-Entry Transfer Facility does not constitute delivery to the Depositary.
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[ ] CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
NAME OF TENDERING INSTITUTION
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ACCOUNT NUMBER
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TRANSACTION CODE NUMBER
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[ ] 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)
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DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY
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NAME OF INSTITUTION WHICH GUARANTEED DELIVERY
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WINDOW TICKET NUMBER (IF ANY)
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ACCOUNT NUMBER (IF DELIVERED BY BOOK-ENTRY TRANSFER)
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) SHARES CERTIFICATE(S) AND SHARE(S) TENDERED
ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
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TOTAL NUMBER
SHARE OF SHARES NUMBER
CERTIFICATE* EVIDENCED BY OF SHARES
NUMBER(S) CERTIFICATE(S)* TENDERED**
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TOTAL SHARES
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* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificate(s) delivered to the
Depositary are being tendered. See Instruction 4.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
SHAREHOLDER'S AGREEMENT
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Xxxxxxx Environmental Services, Inc., and
LES Acquisition Corp., an indirect, wholly-owned subsidiary of Xxxxxxx
Environmental Services, Inc., each a Delaware corporation (together, the
"Purchaser"), the above-described shares of common stock, par value $.10 per
share (the "Shares"), of Safety-Kleen Corp., a Wisconsin corporation
("Safety-Kleen"), and the associated Common Share Purchase Rights, (the
"Rights"; unless the context otherwise requires, such Rights are deemed to be
included in all references to the "Shares") issued pursuant to the Rights
Agreement, dated as of November 9, 1988, between Safety-Kleen and First National
Bank of Chicago, as Rights Agent, as amended by a First Amendment to Rights
Agreement, dated as of August 10, 1990 and by a Second Amendment to Rights
Agreement, dated as of November 20, 1997 (as so amended, the "Rights Agreement")
pursuant to the Xxxxxxx Environmental offer to exchange all of the outstanding
Shares at a price of $15.00 per Share net to the seller in cash (subject to
reduction) (the "Cash Consideration") and that number of shares of Common Stock,
par value $1.00 per share, of Xxxxxxx Environmental Services Inc. ("Xxxxxxx
Environmental Common Stock") equal to the Exchange Ratio (as described in the
Exchange Offer defined below) (the "Stock Consideration") upon the terms and
subject to the conditions set forth in the Prospectus/Offer to Exchange dated
January 15, 1998, (the "Exchange Offer"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the
Exchange Offer, each as amended or supplemented from time to time, constitutes
the "Xxxxxxx Environmental Offer").
Subject to, and effective upon, acceptance for payment for the Shares
validly tendered herewith in accordance with the terms of the Xxxxxxx
Environmental Offer, the undersigned hereby sells, assigns and transfers to, or
upon the order of, the Purchaser, all right, title and interest in and to all
Shares tendered hereby that are exchanged pursuant to the Xxxxxxx Environmental
Offer and any and all dividends, distributions (including additional Shares) and
rights declared, paid, issued or issuable with respect to the tendered Shares
after the date of the Xxxxxxx Environmental Offer and payable or distributable
to the undersigned on a date prior to the transfer to the name of the Purchaser
on Safety-Xxxxx's stock transfer records of the Shares tendered herewith
(collectively, a "Distribution") and hereby irrevocably constitutes and appoints
the Depositary as the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and any Distributions), with full power
of substitution and resubstitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver Share Certificates
(and any Distribution) or transfer ownership of such Shares (and any
Distributions) on the account books maintained by the Book-Entry Transfer
Facility, together, in either case, with all accompanying evidences of transfer
and authenticity, to or upon the order of the Purchaser, (b) present such Share
Certificates (and any Distributions) for cancellation and transfer of such
Shares on Safety-Kleen's books, and (c) receive all benefits (including all
dividends or distributions resulting from any stock split, combination or
exchange of Shares) and otherwise exercise all rights of beneficial ownership of
such Shares (and any Distributions) all in accordance with the terms of the
Xxxxxxx Environmental Offer.
The undersigned hereby irrevocably appoints the designees of the Purchaser,
and each of them, the attorneys-in-fact and proxies of the undersigned, each
with full power of substitution to the full extent of such shareholder rights,
with respect to all of the Shares tendered thereby (and any Distributions) which
have been accepted for payment by the Purchaser prior to the time of such vote
or action and with respect to any and all other shares or other securities
issued or issuable in respect of such Shares after the date of the Xxxxxxx
Environmental Offer. This proxy and power of attorney is coupled with an
interest in the Shares and is irrevocable and is granted in consideration of,
and is effective upon, the acceptance for payment of such Shares by the
Purchaser in accordance with the terms of the Xxxxxxx Environmental Offer. Such
acceptance for payment shall revoke all other proxies or powers of attorney
granted by the undersigned at any time with respect to such Shares (and any
Distributions) and no subsequent proxies or powers of attorney will be given (or
if given, will be deemed effective) with respect thereto by the undersigned. The
designees of the Purchaser will be empowered to exercise all voting and other
rights of such shareholder as they in their sole discretion may deem proper at
any annual or special meeting of Safety-Kleen's shareholders or any adjournment
or postponement thereof, by consent in lieu of any such meeting or otherwise.
The undersigned understands that in order for Shares to be deemed validly
tendered, immediately upon the Purchaser's acceptance of such
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Shares (and any Distributions) for payment the Purchaser or its designee must be
able to exercise full voting rights with respect to such Shares (and any
Distributions).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares (and
any Distributions) tendered hereby and that when the same are accepted for
payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof, and the same will not be subject to any adverse claim.
The undersigned will, upon request, execute and deliver any signature guarantee
or additional documents deemed by the Depositary or the Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares (and any Distributions) tendered hereby. In addition, the undersigned
shall promptly remit and transfer to the Depositary for the account of the
Purchaser any and all Distributions with respect to the Shares tendered hereby,
accompanied by appropriate documentation of transfer and, pending such
remittance or appropriate assurance thereof, the Purchaser shall be, subject to
applicable law, entitled to all rights and privileges as owner of any such
Distributions and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by the Purchaser in
its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. Any obligation of the undersigned hereunder shall be binding upon
the heirs, executors, personal and legal representatives, administrators,
successors and assigns of the undersigned.
Tenders of Shares (and Rights, if applicable) made pursuant to the Xxxxxxx
Environmental Offer are irrevocable, except that Shares (and Rights, if
applicable) tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date (as defined under the caption "Prospectus Summary -- The
Xxxxxxx Environmental Offer" in the Exchange Offer) and unless theretofore
accepted for payment by Purchaser pursuant to the Xxxxxxx Environmental Offer,
may also be withdrawn at any time after March 17, 1998.
The undersigned understands that the valid tender of Shares pursuant to any
of the procedures described in under the caption "The Xxxxxxx Environmental
Offer -- Procedure for Tendering" in the Exchange Offer and in the instructions
hereto and acceptance for payment of such Shares will constitute a binding
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the Xxxxxxx Environmental Common Stock certificate(s) for Stock
Consideration and the check for the Cash Consideration and for cash in lieu of
fractional Shares and/or return any certificate(s) for Shares not tendered or
not accepted for payments in the name(s) of the registered holder(s) appearing
under "Description of Shares Tendered." Similarly, unless otherwise indicated
under "Special Delivery Instructions," please mail the check and Xxxxxxx
Environmental Common Stock certificate(s) for the purchase price and/or return
any certificates for Shares not tendered or not accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing under "Description of Shares Tendered." In the event that
both the Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check and Xxxxxxx Environmental Common Stock
certificate(s) for the purchase price and/or issue any certificate(s) for Shares
not tendered or accepted for payment in the name of, and deliver said check
and/or return such certificate(s) to, the person or persons so indicated. Unless
otherwise indicated herein under "Special Payment Instructions," please return
any Shares tendered hereby and delivered by book-entry transfer, but which are
not purchased, by crediting the account at the Book-Entry Transfer Facility
designated above. The undersigned recognizes that the Purchaser has no
obligation, pursuant to the Special Payment instructions, to transfer any Shares
from the name(s) of the registered holder(s) thereof if the Purchaser does not
purchase any of the Shares tendered hereby.
[ ] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING THE SHARES THAT YOU
OWN HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 11.
Number of Shares represented by the lost or destroyed
certificates: _________________
Please fill in the remainder of this Letter of Transmittal.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares not tendered or not
purchased and/or the check and the Xxxxxxx Environmental Common Stock
certificates for the purchase price of Shares purchased are to be issued
in the name of someone other than the undersigned, or if Shares tendered
hereby and delivered by book-entry transfer which are not purchased are to
be returned by credit to an account at the Book-Entry Transfer Facility
other than that designated above.
Issue [ ] certificate(s)
[ ] check and Xxxxxxx Environmental Stock
certificates to:
Name:
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PLEASE TYPE OR PRINT
Address:
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9)
[ ] Credit Shares delivered by book-entry transfer and not purchased to
the account set forth at the Book-Entry Transfer Facility:
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ACCOUNT NUMBER
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Certificate(s) for Shares not tendered or not
purchased and/or the check and the Xxxxxxx Environmental Common Stock
certificates for the purchase price of Shares purchased are to be sent to
someone other than that shown under "Description of Shares Tendered".
Mail [ ] certificate(s)
[ ] check and Xxxxxxx Environmental Stock
certificates to:
Name:
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PLEASE TYPE OR PRINT
Address:
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9)
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IMPORTANT
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SIGN HERE
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(SIGNATURE(S) OF OWNER(S))
Dated: , 1998
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please set forth full title. See
Instruction 5. For information concerning signature guarantees, see Instruction
1.)
Name(s)
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(PLEASE PRINT)
Capacity (Full Title)
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Address:
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(INCLUDE ZIP CODE)
(Area Code and Telephone Number)
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(Tax Identification or Social Security Number)
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
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Name
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(PLEASE TYPE OR PRINT)
Title
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Name of Firm
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone No.
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Dated: , 1998.
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INSTRUCTIONS
FORMING PART OF THE TERM AND CONDITIONS OF THE XXXXXXX ENVIRONMENTAL OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) which is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (an "Eligible Institution"). No signature guarantee
is required on this Letter of Transmittal (a) if this Letter of Transmittal is
signed by the registered holder(s) (which term, for purposes of this document,
shall include any participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) of Shares
tendered herewith, unless such holder(s) has completed either the box entitled
Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the reverse hereof, or (b) if such Shares are tendered for the
account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal (or a manually signed facsimile thereof)
is to be used if certificates are to be forwarded herewith or, unless an Agent's
Message is utilized, if tenders are to be made pursuant to the procedure for
tender by book-entry transfer set forth under the caption "The Xxxxxxx
Environmental Offer -- Procedure for Tendering" in the Exchange Offer. Except as
hereinafter provided, for a shareholder to tender Shares validly, certificates
for all physically tendered Shares, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), and any other documents
required by this Letter of Transmittal, should be mailed or delivered to the
Depositary at one of the appropriate addresses set forth herein and must be
received by the Depositary on or prior to the Expiration Date (as defined under
the caption "Prospectus Summary -- The Xxxxxxx Environmental Offer" in the
Exchange Offer).
If stock certificates are not immediately available or time will not permit
all required documents to reach the Depositary on or prior to the Expiration
Date or a shareholder cannot complete the procedure for delivery by book-entry
transfer on a timely basis, such Shares may be tendered if all the following
conditions are met: (a) such tender is made by or through an Eligible
Institution; (b) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Purchaser is received by the
Depositary on or prior to the Expiration Date; and (c) the certificates for all
physically delivered Shares, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal, are received by the Depositary within
three New York Stock Exchange, Inc. trading days after the date of execution of
the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be
delivered by hand or transmitted by telegram, telex, facsimile transmission or
letter to the Depositary and must include a signature guaranteed by an Eligible
Institution and otherwise comply with the guaranteed delivery procedures set
forth under the caption "The Xxxxxxx Environmental Offer -- Procedure for
Tendering" in the Exchange Offer.
Shareholders will be required to tender one Right for each Share tendered
in order to effect a valid tender of Shares, unless the Rights Plan Condition
(as defined in the Exchange Offer) has been satisfied or waived. Unless the
Safety-Kleen Distribution Date (as defined in the Exchange Offer) occurs, a
tender of Shares will constitute a tender of the associated Rights. If the
Safety-Kleen Distribution Date occurs and separate certificates representing the
Rights are distributed by Safety-Kleen or the Rights Agent (as defined in the
Exchange Offer) to holders of Shares prior to the time a holder's Shares are
tendered pursuant to the Xxxxxxx Environmental Offer, certificates representing
a number of Rights equal to the number of Shares tendered must be delivered to
the Depositary, or if available, a Book-Entry Confirmation received by the
Depositary with respect thereto, in order for such Shares to be validly
tendered. If the Safety-Kleen Distribution Date occurs and separate certificates
representing the Rights are not distributed prior to the time Shares are
tendered pursuant to the Xxxxxxx Environmental Offer, Rights may be tendered
prior to the shareholder receiving the certificates for Rights by use of the
guaranteed delivery procedure described above. If Rights certificates are
distributed but are not available to a shareholder prior to the time Shares are
tendered pursuant to the Xxxxxxx Environmental Offer, a tender of Shares
constitutes an agreement by the tendering shareholder to deliver to the
Depositary pursuant to the guaranteed delivery procedure described herein, prior
to the
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expiration of the period to be specified in the Notice of Guaranteed Delivery
and the related Letter of Transmittal for delivery of Rights certificates or a
Book-Entry Confirmation for Rights (the "Rights Delivery Period"), Rights
certificates representing a number of Rights equal to the number of Shares
tendered. Xxxxxxx Environmental reserves the right to require that it receive
such Rights certificates (or a Book-Entry Confirmation with respect to such
Rights) prior to accepting Shares for exchange. If Rights certificates are
distributed, Xxxxxxx Environmental will distribute a separate letter of
transmittal for such Rights certificates. If Rights certificates are tendered
separately from Shares, then a properly completed Letter of Transmittal for
Rights certificates (or manually executed facsimile thereof) must be submitted
with respect to such Rights. Xxxxxxx Environmental reserves the right to require
that it receive such Rights certificates (or a Book-Entry Confirmation with
respect to such Rights) prior to accepting Shares for exchange.
THE METHOD OF DELIVERY OF STOCK CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE
OPTION AND RISK OF THE TENDERING SHAREHOLDERS AND DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL, IT
IS RECOMMENDED THAT SUCH CERTIFICATES AND DOCUMENTS BE SENT BY REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution of
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and any other required
information should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE SHAREHOLDERS ONLY). If
fewer than all the Shares evidenced by any certificate submitted are to be
tendered, fill in the number of Shares which are to be tendered in the box
entitled "Number of Shares Tendered." In such cases, new certificate(s) for the
remainder of the Shares that were evidenced by your old certificate(s) but which
were not tendered by you will be sent to you, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate(s)
without alteration, enlargement or any change whatsoever.
(b) If any of the tendered Shares are registered in different names on
several certificates, it is necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
(c) If the Shares tendered are held of record by two or more joint
holders, all such holders must sign this Letter of Transmittal.
(d) If this Letter of Transmittal or any certificates or stock powers
are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such person should so indicate when signing,
and proper evidence satisfactory to the Purchaser of their authority so to
act must be submitted.
(e) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsement of
certificates or separate stock powers are required. If, however, payment is
to be made to, or the certificate(s) for Shares not tendered or accepted
for payment are to be issued in the name of, a person other than the
registered holder(s), then the certificate(s) transmitted
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hereby must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s)
appears on the certificates. Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder of the certificate(s) tendered, the certificate(s) must
be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear on the
certificate(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution unless the signature is that of an
Eligible Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, transfer taxes on the exchange of Shares pursuant to the Offer will be paid
by or on behalf of the Purchaser. If, however, a check or shares of Xxxxxxx
Environmental Common Stock for the purchase price are to be issued to, or if
certificates for Shares not tendered or accepted for purchase are to be
registered in the name of, any person other than the registered owner(s), or if
tendered certificate(s) are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered owner(s) or such person) payable on
account of the transfer to such person will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes, or an exemption
therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check or shares of
Xxxxxxx Environmental Common Stock for the purchase price of any Shares tendered
hereby are to be issued, or certificate(s) representing Shares not tendered or
not purchased are to be issued or returned, in the name of a person other than
the person(s) signing this Letter of Transmittal or if such check or any such
certificate is to be sent to someone other than the person(s) signing this
Letter of Transmittal or to the person(s) signing this Letter of Transmittal but
at an address other than that shown in the box entitled "Description of Shares
Tendered", the appropriate boxes in this Letter of Transmittal must be
completed. Shareholders delivering Shares tendered hereby by book entry transfer
may request that Shares not purchased be credited to such account maintained at
the Book-Entry Transfer Facility as such shareholder may designate in the box
entitled "Special Payment Instructions". If no such instructions are given, all
such Shares not purchased will be returned by crediting the account at the
Book-Entry Transfer Facility designated herein as the account from which such
Shares were delivered.
8. IRREGULARITIES. All questions as to the validity, form, eligibility
(including timeless of receipt) and acceptance for payment of any tender of
Shares will be determined by the Purchaser, in its sole discretion, which
determination shall be final and binding. The Purchaser reserves the absolute
right to reject any or all tenders, if any, determined by it to be not in
appropriate form or the acceptance of or payment for which may, in the opinion
of the Purchaser's counsel, be unlawful. The Purchaser also reserves the
absolute right to waive any of the conditions of the Xxxxxxx Environmental Offer
or any defect or irregularity in any tender with respect to any particular
Shares or any particular shareholder, and the Purchaser's interpretations of the
terms and conditions of the Xxxxxxx Environmental Offer (including these
instructions) shall be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Purchaser shall determine. None of the Purchaser, the Depositary or
Xxxxxx & Co., Inc. (the "Information Agent") or any other person will be under
duty to give notification of any defects or irregularities in tenders, or incur
any liability for failure to give such notification. Tenders will not be deemed
to have been validly made until all defects and irregularities have been cured
or waived.
9. BACKUP WITHHOLDING, SUBSTITUTE FORM W-9. Under the federal income tax
law, a shareholder whose tendered Shares are accepted for purchase is required
by law to provide the Depositary (as payer) with his correct taxpayer
identification number ("TIN") and certain other information on Substitute Form
W-9 (provided below). If such shareholder is an individual, the taxpayer
identification number is his or her social security number. For businesses and
other entities, the taxpayer identification number is its Employee
Identification Number. If the Shares are in more than one name or are not in the
name of the actual owner,
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consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report. If the Depositary is not provided with the correct taxpayer
identification number, the shareholder may be subject to a $50 penalty imposed
by the Internal Revenue Service, and payments made to such shareholder with
respect to Shares purchased pursuant to the Xxxxxxx Environmental Offer may be
subject to federal income tax backup withholding. To prevent federal income tax
backup withholding on payments made to a shareholder with respect to Shares
purchased pursuant to the Xxxxxxx Environmental Offer, each shareholder is
required to notify the Depositary with his correct taxpayer identification
number by completing the form certifying that the taxpayer identification number
provided on Substitute Form W-9 is correct (or that such shareholder is awaiting
a taxpayer identification number) and that (1) the shareholder has not been
notified by the Internal Revenue Service that he is subject to federal income
tax backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the shareholder that
he is no longer subject to federal income tax backup withholding.
Exempt shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these federal income tax backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, that shareholder must submit a Form W-8, signed
under penalties of perjury, attesting to that individual's exempt status. A Form
W-8 can be obtained from the Depositary. See the enclosed "Guidelines for
Certificate of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If federal income tax backup withholding applies, the Depositary is
required to withhold 31% of any payments made to the shareholder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to federal income tax backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund
generally may be obtained from the Internal Revenue Service.
The box in Part 2 of the form may be checked if the tendering shareholder
has not been issued a TIN and has applied for a number or intends to apply for a
number in the near future. If the box in Part 2 is checked, the shareholder or
other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number. The Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% of all payments of the purchase price
thereafter until a TIN is provided to the Depositary.
If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests
for assistance may be directed to, or additional copies of the Exchange Offer,
this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials may be obtained from, the Information Agent or the Dealer
Manager at its respective addresses set forth below or from your broker, dealer,
commercial bank or trust company.
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11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary by checking the box immediately preceding special
payment/special delivery instructions and indicating the number of Shares lost.
The shareholder will then be instructed as to the steps that must be taken in
order to replace the certificates. This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost or
destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF)
TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER OR THE NOTICE
OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE TIN: _____________________
FORMW-9 PART 1 -- PLEASE PROVIDE YOUR CORRECT TIN AND CERTIFY SOCIAL SECURITY NUMBER
BY SIGNING AND DATING BELOW. OR EMPLOYER
IDENTIFICATION NUMBER
----------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY ----------------------------------------------------- PART 2
INTERNAL REVENUE SERVICE NAME (PLEASE PRINT) AWAITING [ ]
TIN
PAYER'S REQUEST FOR -----------------------------------------------------
TAXPAYER IDENTIFICATION ADDRESS
NUMBER ("TIN") AND
CERTIFICATION -----------------------------------------------------
CITY STATE ZIP CODE
----------------------------------------------------------------------------------------
PART 3 -- CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE AND (2) I AM NOT
SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE I HAVE NOT BEEN NOTIFIED BY THE INTERNAL
REVENUE SERVICE (THE "IRS") THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR THE IRS HAS NOTIFIED ME THAT I AM NO
LONGER SUBJECT TO BACKUP WITHHOLDING. (YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDER
REPORTING INTEREST OR DIVIDENDS ON YOUR RETURN. HOWEVER, IF AFTER BEING NOTIFIED BY
THE IRS THAT YOU WERE SUBJECT TO BACKUP WITHHOLDING YOU RECEIVED ANOTHER NOTIFICATION
FROM THE IRS THAT YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING, DO NOT CROSS OUT
ITEM (2)).
SIGNATURE ______________________________________ DATE __________
-----------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 2 OF SUBSTITUTE FORM W-9
-----------------------------------------------------------------------------------------------------------------------
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 (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 WITHIN SIXTY (60) DAYS, 31% OF ALL REPORTABLE PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD UNTIL I
PROVIDE A NUMBER.
------------------------------------------------------------------- ------------------------------------
Signature Date
--------------------------------------------------------------------------------------------------------------------
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The Information Agent for the Xxxxxxx Environmental Offer is:
XXXXXX & CO., INC.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
(000) 000-0000
Toll Free (000)000-0000
Banks and Brokerage firms please call:
(000)000-0000
The Dealer Manager for the Xxxxxxx Environmental Offer is:
BEAR, XXXXXXX & CO. INC.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
(000)000-0000
Toll Free (000) 000-0000
