FORM OF LETTER OF TRANSMITTAL
Published on
EXHIBIT A2
LETTER OF TRANSMITTAL
TO TENDER OPTIONS TO PURCHASE SHARES OF COMMON STOCK
OF
KAISER ALUMINUM CORPORATION
PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 26, 2001
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., HOUSTON TIME, ON THURSDAY, MAY 24, 2001
UNLESS THE OFFER IS EXTENDED.
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TO:
John Barneson
Vice President and Chief Administrative Officer
Kaiser Aluminum Corporation
Kaiser Aluminum & Chemical Corporation
5847 San Felipe, Suite 2600
Houston, Texas 77057
telephone: (713) 267-3777
Facsimile: (713) 267-3710
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
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I tender the following of my options that are listed in Schedule A to the Offer
to Purchase dated
April 26, 2001 (the "options") (Please check the appropriate box):
[ ] All of my options, or
[ ] A partial tender of a portion, either all or one-half, of the shares of
common stock ("option shares") subject to the following of my option
grants, identified by the grant date listed in Schedule A:
(See Instructions 1 and 2 and complete table below only if you are
tendering a portion, but not all, of your options.)
(1) List each option on a separate line even if more than one option was issued
on the same grant date.
(2) For each option, write "all" or "one-half" to indicate the portion of that
option that you intend to tender.
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YOUR OPTION AGREEMENT(S) EVIDENCING OPTIONS TO BE TENDERED MUST BE FORWARDED
WITH THIS LETTER OF TRANSMITTAL.
TO KAISER ALUMINUM CORPORATION
AND KAISER ALUMINUM & CHEMICAL CORPORATION
I, the undersigned, hereby tender to Kaiser Aluminum Corporation, a
Delaware corporation and Kaiser Aluminum & Chemical Corporation, a Delaware
corporation (collectively, "Kaiser"), the options to purchase shares of common
stock of Kaiser Aluminum Corporation described above pursuant to Kaiser's offer
to purchase such options for restricted stock, as that term is defined in the
offer to purchase dated April 26, 2001 ("Offer to Purchase"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, receipt of which
is hereby acknowledged, and in this letter of transmittal (which together
constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the options
tendered herewith in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), I hereby sell, assign and
transfer to or transfer upon the order of Kaiser, all right, title and interest
in and to all the options that are being tendered hereby. I acknowledge that
Kaiser has advised me to consult with my own legal, financial and accounting
advisers as to the consequences of participating or not participating in the
Offer. I agree that this letter of transmittal is an amendment to my option
agreement(s).
I hereby represent and warrant that I have full power and authority to
tender the options tendered hereby and that, when and to the extent the same are
accepted for purchase by Kaiser, such options will be free and clear of all
security interests, 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 claims. I will, upon request,
execute and deliver any additional documents deemed by Kaiser to be necessary or
desirable to complete the purchase of the options tendered hereby.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive my death or incapacity, and any of my obligations
hereunder shall be binding upon my heirs, personal representatives, successors
and assigns. Except as stated in the Offer, this tender is irrevocable.
By execution hereof, I understand that tenders of options pursuant to the
procedure described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute my acceptance of the terms and conditions of
the Offer. Kaiser's acceptance for purchase of options tendered pursuant to the
Offer will constitute a binding agreement between me and Kaiser upon the terms
and subject to the conditions of the Offer. I acknowledge that the restricted
stock that I will receive is subject to forfeiture and other restrictions,
including without limitation, restrictions on sale, transfer, assignment, pledge
or other encumbrances or dispositions, until such time as the restricted stock
shall vest and the restrictions shall lapse in the manner set forth in the
restricted stock agreement between me and Kaiser that will be forwarded to me
upon completion of the Offer. I agree to execute the restricted stock agreement
and the accompanying stock power and promptly return it to Kaiser at the address
above.
The name(s) and address(es) of the registered holder(s) appear below
exactly as they appear on the agreement(s) representing options tendered hereby,
unless I have moved, in which case I have provided my correct address below. I
have indicated whether I am tendering all of my options or less than all of my
options (a "partial tender"). If I wish to complete a partial tender, I have
listed in the appropriate boxes of the attached table the grant date, exercise
price, and total number of option shares subject to each of the options that I
wish to tender, and whether I am tendering all or one-half of the option shares
of each such option. I understand that I may tender all, none or one-half of the
option shares subject to each of my option grants and that I am not required to
tender any of my options in this offer. I also understand that all options
properly tendered prior to the Expiration Date (as defined in the Offer to
Purchase) and not properly withdrawn will be purchased, upon the terms and
subject to the conditions of the Offer, including the conditions described in
Sections 1 and 6 of the Offer to Purchase.
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I UNDERSTAND THAT THE PUBLIC TRADING PRICE OF THE COMMON STOCK OF KAISER
ALUMINUM CORPORATION WILL VARY FROM TIME TO TIME AFTER THE OFFER EXPIRES AT 5:00
P.M., HOUSTON TIME, ON THE EXPIRATION DATE, SUCH THAT THE PUBLIC TRADING PRICE
OF THE COMMON STOCK COULD AT SOME TIME IN THE FUTURE EXCEED THE EXERCISE PRICE
OF THE OPTIONS. BY TENDERING THE OPTIONS, I AGREE TO HOLD KAISER ALUMINUM
CORPORATION AND KAISER ALUMINUM & CHEMICAL CORPORATION HARMLESS FOR ANY
PERCEIVED LOSS AS A RESULT OF THE VARIANCE IN THE PUBLIC TRADING PRICE OF COMMON
STOCK OF KAISER ALUMINUM CORPORATION FROM TIME TO TIME AFTER EXPIRATION OF THE
OFFER.
I recognize that, under certain circumstances set forth in the Offer to
Purchase, Kaiser may terminate or amend the Offer or may postpone the acceptance
for purchase of, or payment for, options tendered. In any such event, I
understand that the options delivered herewith but not accepted for purchase
will be returned to me at the address indicated below.
THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE ACCEPTED
FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR
ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION.
All capitalized terms used herein but not defined shall have the meaning
ascribed to them in the Offer to Purchase. I have read, understand, and agree to
all of the terms of the Offer.
HOLDER(S) PLEASE SIGN HERE
(See Instructions 1 and 4)
Must be signed by the holder(s) exactly as name(s) appear(s) on the option
agreement evidencing the options to be tendered. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
another person acting in a fiduciary or representative capacity, please set
forth the signer's full title and include with this letter of transmittal proper
evidence of the authority of such person to act in such capacity.
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SIGNATURE OF OWNER(S)
X
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X
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(Signature(s) of Holder(s) or Authorized Signatory)
Date: , 2001
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Name(s):
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(Please Print)
Capacity:
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Address:
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Please include ZIP code)
Telephone No. (with area code):
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Tax ID/ Social Security No.:
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LOST, STOLEN, DESTROYED OR MUTILATED AGREEMENTS:
[ ] Check here if any of the agreements representing your options have been
lost, stolen, destroyed or mutilated. See Instruction 7. Number of options
represented by lost, stolen, destroyed or mutilated agreements: __________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal and Option Agreements. All option
agreements evidencing options to be tendered, as well as a properly completed
and duly executed letter of transmittal (or facsimile of the letter of
transmittal), and any other documents required by this letter of transmittal,
must be received by Kaiser Aluminum Corporation and Kaiser Aluminum & Chemical
Corporation at our address set forth on the front cover of this letter of
transmittal on or prior to 5:00 P.M., Houston time, on the Expiration Date (as
defined in the Offer to Purchase). References in these Instructions to "us",
"we" or "our" shall refer to Kaiser Aluminum Corporation and Kaiser Aluminum &
Chemical Corporation, collectively, and references to "you" or "your" shall
refer to the optionholder.
THE METHOD BY WHICH YOU DELIVER YOUR DOCUMENTS, INCLUDING OPTION AGREEMENTS, THE
LETTER OF TRANSMITTAL, AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR CHOICE AND
RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY US. IF
YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, WE RECOMMEND THAT YOU USE
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT YOU PROPERLY INSURE THE
DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY
DELIVERY.
Tenders of options made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date, but may not be withdrawn after the Expiration Date
except pursuant to the terms of this paragraph. If the Offer is extended by us
beyond that time, you may withdraw your tendered options at any time until the
expiration of the Offer. In addition, unless we accept your tendered options for
purchase before 12:00 midnight, Houston time, on Thursday, June 21, 2001, you
may withdraw your tendered options at any time after June 21, 2001. To withdraw
tendered options you must deliver a written notice of withdrawal, or facsimile
thereof, with the required information to us while you still have the right to
withdraw the tendered options. Withdrawals may not be rescinded and any options
withdrawn will thereafter be deemed not properly tendered for purposes of the
Offer unless such withdrawn options are properly re-tendered prior to the
Expiration Date by following the procedures described above.
We will not accept any alternative, conditional or contingent tenders. All
tendering stockholders, by execution of this Letter of Transmittal (or a
facsimile of it), waive any right to receive any notice of the acceptance of
their tender.
2. Inadequate Space. If the space provided herein is inadequate, the
information requested by the table in this letter of transmittal regarding which
options are to be tendered in a partial tender of options should be provided on
a separate schedule attached hereto.
3. Partial Tenders. If you tender less than all of your options, you must
complete the table on page one of this letter of transmittal. To complete a
partial tender you must provide the following information for each option grant
listed on Schedule A to the Offer to Purchase: grant date, exercise price,
number of option shares subject to the option, and whether you are tendering all
or one-half of the option grant. You may tender all, none, or one-half of the
options outstanding for each of your option grants.
If you tender one-half of an option grant that is not yet fully vested, the
tendered portion of the option grant will be allocated among the vested and
unvested portion of the option grant pro rata and, with respect to any unvested
portion of the option grant, pro rata among options that would vest at different
times. If we accept for purchase your partial tender, a new option agreement
evidencing your remaining options will be mailed to you at the address you
indicated above.
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4. Signatures on this Letter of Transmittal. If this letter of transmittal
is signed by the holder(s) of the options, the signature(s) must correspond with
the name(s) as written on the face of the option agreement(s) without
alteration, enlargement or any change whatsoever. If any of the options to be
tendered are held of record by two or more persons, all such persons must sign
this letter of transmittal.
If this letter of transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to us of the authority
of such person so to act must be submitted with this letter of transmittal.
5. Requests For Assistance Or Additional Copies. Any questions or requests
for assistance, as well as requests for additional copies of the Offer to
Purchase or this letter of transmittal may be directed to John Barneson, our
Vice President and Chief Administrative Officer, at the address and telephone
number given on the front cover of this letter of transmittal. Copies will be
furnished promptly at our expense.
6. Irregularities. All questions as to the number of options to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of options
will be determined by us in our sole discretion, which determinations shall be
final and binding on all parties. We reserve the absolute right to reject any or
all tenders of options we determine not to be in proper form or the acceptance
of which or payment of restricted stock for which may, in the opinion of our
counsel, be unlawful. We also reserve the absolute right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular options, and our interpretation of the terms of the Offer (including
these instructions) will be final and binding on all parties. No tender of
options will be deemed to be properly made until all defects and irregularities
have been cured or waived. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as we shall determine.
Neither we nor any other person is or will be obligated to give notice of any
defects or irregularities in tenders and no person will incur any liability for
failure to give any such notice.
7. Lost, Stolen, Destroyed Or Mutilated Option Agreements Evidencing
Options. If option agreements evidencing options to be tendered have been lost,
stolen, destroyed or mutilated, you must check the box captioned "Lost, Stolen,
Destroyed or Mutilated Option Agreements" on the letter of transmittal,
indicating the number of options subject to the lost, stolen, destroyed or
mutilated option agreement(s). You must then contact us to ascertain the steps
that must be taken in order to replace the option agreements evidencing options.
In order to avoid delay, you should contact us immediately.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF) TOGETHER
WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY US, ON OR PRIOR TO 5:00
P.M., HOUSTON TIME, ON THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO
PURCHASE).
8. Important Tax Information. You should refer to Section 13 of the Offer
to Purchase, which contains important tax information.
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