Exhibit 99.2
________________________________________________________________________________
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT. NEW YORK CITY
TIME, ON APRIL 4, 2001, UNLESS OTHERWISE EXTENDED
________________________________________________________________________________
▇▇▇▇ ▇▇▇ CORPORATION
LETTER OF TRANSMITTAL
TO: MELLON INVESTOR SERVICES LLC, EXCHANGE AGENT
The undersigned acknowledges receipt of the offering circular-prospectus
dated March 8, 2001 of ▇▇▇▇ ▇▇▇ Corporation, a Maryland corporation ("▇▇▇▇
▇▇▇"), this Letter of Transmittal and the Instructions thereto, which together
constitute ▇▇▇▇ ▇▇▇'▇ offer to exchange 0.846 shares of Coach, Inc., a Maryland
corporation, common stock for each share of ▇▇▇▇ ▇▇▇ common stock that is
tendered and accepted by ▇▇▇▇ ▇▇▇ in the exchange offer.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE WITH COMPLETING
THIS LETTER OF TRANSMITTAL, PLEASE CONTACT THE EXCHANGE AGENT:
MELLON INVESTOR SERVICES AT (▇-▇▇▇-▇▇▇-▇▇▇▇), TOLL-FREE,
IN THE UNITED STATES OR (▇-▇▇▇-▇▇▇-▇▇▇▇) FROM ELSEWHERE.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO A PERSON OTHER THAN THE EXCHANGE AGENT
OR TO AN ADDRESS OTHER THAN AS SET FORTH BELOW OR BY FACSIMILE WILL NOT
CONSTITUTE VALID DELIVERY.
________________________________________________________________________________
DO NOT COMPLETE OR RETURN THIS LETTER OF TRANSMITTAL IF YOUR SHARES ARE HELD IN
AN ACCOUNT WITH A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY, ▇▇▇▇ ▇▇▇'▇
ESOP OR 401(k), OR OTHER NOMINEE PLAN. THIS LETTER OF TRANSMITTAL IS BEING
SUPPLIED FOR YOUR INFORMATION ONLY. THE INSTITUTION HOLDING YOUR SHARES WILL
SUPPLY YOU WITH SEPARATE INSTRUCTIONS REGARDING THE TENDER OF YOUR SHARES.
________________________________________________________________________________
________________________________________________________________________________
I. ABOUT YOU AND YOUR SHARES-INDICATE ADDRESS CHANGE AS NECESSARY BELOW
________________________________________________________________________________
________________________________________________________________________________
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
--------- -------- ----------------------
Mellon Investors Services LLC Mellon Investors Services LLC Mellon Investors Services LLC
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
Post Office Box ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Mail Drop-Reorg
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
The Information Agent for the Exchange Offer is: ▇▇▇▇▇▇ & CO., INC. ▇▇ ▇▇▇▇
▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇ _ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-2606 (800-607-0088) toll-free for
calls in the United States _ (212-754-8000) for calls outside the United States
_______________________________________________________________________________
II. TENDER OF SHARES REGISTERED IN YOUR NAME _ If you are tendering shares of
▇▇▇▇ ▇▇▇ common stock, you must also complete Section III. If you are tendering
shares of ▇▇▇▇ ▇▇▇ common stock held in certificate form you must forward your
stock certificates representing the shares you wish to tender with this Letter
of Transmittal or by the Notice of Guaranteed Delivery _
________________________________________________________________________________
A)(I) CERTIFICATED SHARES _ Complete this Section II.A.(i) if you wish to tender
certificated shares issued in your name and indicate in Section II.A.(ii) how
you will be forwarding the certificates representing your tendered shares _
_ TENDER ________________ SHARES OF ▇▇▇▇ ▇▇▇ COMMON CERTIFICATED IN MY NAME.
(ii)_ CHECK HERE IF CERTIFICATES REPRESENTING SHARES OF ▇▇▇▇ ▇▇▇ COMMON STOCK
ARE ENCLOSED WITH THIS LETTER OF TRANSMITTAL; OR
_ CHECK HERE IF TENDERED SHARES OF ▇▇▇▇ ▇▇▇ COMMON STOCK ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SUBMITTED AND COMPLETE
THE FOLLOWING:
Names of registered holders: __________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ___________________________
Name of Institution that guaranteed delivery:__________________________________
B) DIVIDEND REINVESTMENT PLAN SHARES _ Complete this Section II.B. if you wish
to tender shares held in book-entry form in your Dividend Reinvestment Plan
account _
_ TENDER ________________ SHARES OF ▇▇▇▇ ▇▇▇ COMMON STOCK STOCK IN MY DIVIDEND
REINVESTMENT PLAN ACCOUNT.
C) ▇▇▇▇ ▇▇▇ EMPLOYEE STOCK PURCHASE PLANS _ Complete this Section II.C. if you
wish to tender shares held in book-entry form in your ▇▇▇▇ ▇▇▇ Employee Stock
Purchase Plan account _ OR _ TENDER ________________ SHARES OF ▇▇▇▇ ▇▇▇ COMMON
STOCK IN MY EMPLOYEE STOCK PURCHASE PLAN (OR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) ACCOUNT.
D) BOOK-ENTRY TRANSFER FACILITY SHARES _ Complete this Section II.D. if you
wish to tender shares of ▇▇▇▇ ▇▇▇ common stock held on the accounts of the
book-entry transfer facility, The Depository Trust Company, in your name
TENDER __________ SHARES OF ▇▇▇▇ ▇▇▇ COMMON STOCK HELD IN MY NAME BY THE
DEPOSITORY TRUST COMPANY.
E) ODD-LOT SHARES _ Complete this Section II.E. if you hold less
than 100 shares and wish to tender all such shares _
_ CHECK HERE IF (1) YOU BENEFICIALLY OWN LESS THAN 100 SHARES
OF ▇▇▇▇ ▇▇▇ COMMON STOCK IN THE AGGREGATE AND (2) YOU WISH
TO TENDER ALL YOUR SHARES.
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III. SIGNATURES _ Complete this Section III if you are tendering shares of ▇▇▇▇
▇▇▇ common stock and you completed Section II.A., II.B., II.C. or II.D
NOTE: SIGNATURES MUST BE PROVIDED BELOW
IMPORTANT: ALL TENDERING STOCKHOLDERS MUST SIGN HERE
(PLEASE ALSO COMPLETE THE SUBSTITUTE FORM W-9 OR FORM W-8)
X ___________________________Daytime Telephone Number: _________________________
X ___________________________Dated: ____________________________________________
Signature(s) of Owner(s)
Must be signed by the registered holders(s) of the shares of ▇▇▇▇ ▇▇▇ common
stock tendered as their names appear on the certificate(s) or on a security
position listing or by person(s) authorized to become registered holder(s) by
endorsements and documents transmitted with this Letter of Transmittal.
If signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative apacity, please
set forth the full title. See Instruction III in the Instructions to this Letter
of Transmittal.
Name(s): ________________________________ Capacity:_____________________________
(Please Print)
Address: _______________________________________________________________________
Daytime Telephone No.: ________________________ Dated: _____________ , 2001
SIGNATURE GUARANTEE
(IF REQUIRED-SEE INSTRUCTIONS) FOR USE BY ELIGIBLE INSTRUCTIONS
ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Signature(s) Guaranteed by an Eligible Institution: ____________________________
(AUTHORIZED SIGNATURE)
Title: _______________________________ Name of Firm: ___________________________
Address: _______________________________________________________________________
Telephone No.: ____________________________________ Dated: _____________________
________________________________________________________________________________
IV. SPECIAL TRANSFER INSTRUCTIONS _ Complete this Section IV. only if, pursuant
to the enclosed Instructions, you are entitled to have your shares of Coach
common stock or check for your fractional interest in shares of Coach common
stock, if applicable, issued in a name other than as set forth in Section I.
Section III must be completed. The Substitute Form W-9 or an appropriate Form
W-8, as applicable, must be completed by the new account holder.
Name(s): __________________________________________________
Address:_______________________________________________________________________
________________________________________________________________________________
PAYER'S NAME: MELLON INVESTOR SERVICES LLC
________________________________________________________________________________
PART 1-PLEASE PROVIDE Social Security
SUBSTITUTE Form W-9 YOUR TIN IN THE Number or Employer
Department of the Treasury Identification Number Identification
Internal Revenue Service SPACE AT RIGHT AND CERTIFY Number
Payer's Request for Taxpayer BY SIGNINGAND DATING BELOW.
Identification Number (TIN) ________________________________________________
PART 2--For Payees exempt PART 3--
from backup withholding Check if you are
see the enclosed Guidelines awaiting TIN _
For Certification of Taxpayer
Identification Number on
Substitute Form W-9 and
complete as instructed
therein.
_______________________________________________________________________________
CERTIFICATION--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 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. CERTIFICATION INSTRUCTIONS--You must cross out item (2)
above if you have been notified by the IRS that you are subject to backup
withholding because of underreporting interest or dividends on your tax 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 were no
longer subject to backup withholding, do not cross out item (2).
ALSO SEE THE ENCLOSED INSTRUCTIONS ON SUBSTITUTE FORM W-9.
THE INTERNAL REVENUE SERVICE, DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING.
SIGNATURE_______________________________________________ DATE __________________
________________________________________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN ONE OF THESE FORMS MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL SOON
APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
________________________________________________________________________________
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 Administrative 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 the exchange, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
Signature ________________________________________________ Date_________________
________________________________________________________________________________
________________________________________________________________________________
V. NOTICE OF SOLICITED TENDERS -- Complete the Notice of Solicited Tenders on
the gold sheet, if any of your tenders of shares of ▇▇▇▇ ▇▇▇ common stock
were solicited by a broker, dealer bank or trust company.
________________________________________________________________________________
Ladies and Gentlemen:
Reference is made to the offering circular-prospectus dated March 8,
2001, of ▇▇▇▇ ▇▇▇, and this Letter of Transmittal which together constitute
▇▇▇▇ ▇▇▇'▇ offer to exchange up to 35,026,333 shares of Coach common stock
for shares of ▇▇▇▇ ▇▇▇ common stock that are validly tendered by the
expiration date and not withdrawn or deemed withdrawn, at an exchange ratio
of 0.846 shares of Coach common stock for each share of ▇▇▇▇ ▇▇▇ common stock
tendered, upon the terms and subject to the conditions set forth herein and
in the offering circular-prospectus. This transaction is referred to as the
"exchange offer."
The exchange offer, proration period and withdrawal rights will expire
at 12:00 Midnight, New York City time, on April 4, 2001, unless extended by
▇▇▇▇ ▇▇▇ in accordance with applicable law and the terms of the exchange
offer, in which event the term "expiration date" shall mean the latest time
and date at which the exchange offer, as extended, shall expire. Upon the
terms and subject to the conditions of the exchange offer, I hereby tender to
you the shares of ▇▇▇▇ ▇▇▇ common stock represented by the certificate(s)
described above or held in book-entry form by ▇▇▇▇ ▇▇▇'▇ transfer agent or
third party administrator. Subject to, and effective upon, ▇▇▇▇ ▇▇▇'▇
acceptance for exchange of such tendered shares of ▇▇▇▇ ▇▇▇ common stock for
exchange, I hereby sell, assign and transfer to you, or upon your order, all
right, title and interest in and to such shares. I hereby irrevocably
constitute and appoint Mellon Investor Services LLC, the exchange agent, as
my true and lawful agent and attorney-in-fact (with full knowledge that the
exchange agent also acts as your agent) with respect to such tendered shares
of ▇▇▇▇ ▇▇▇ common stock, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest):
1. to (i) deliver stock certificates representing such tendered shares
of ▇▇▇▇ ▇▇▇ common stock, (ii) tender shares of ▇▇▇▇ ▇▇▇ common stock held
for my benefit in book-entry form in the ▇▇▇▇ ▇▇▇ Corporation Employee Stock
Purchase Plan, International Employee Stock Purchase Plan or Dividend
Reinvestment Plan, or (iii) tender shares on the account books maintained by
the book-entry transfer facility, The Depository Trust Company, together in
any such case, with all accompanying evidences of transfer and authenticity
(such as a power of attorney, letter of testamentary or a letter of
appointment), to you or upon your order, upon receipt by the exchange agent,
as my agent, of shares of Coach common stock, to which I am entitled upon the
acceptance for exchange by you of such tendered shares of ▇▇▇▇ ▇▇▇ common
stock;
2. to present certificate(s) representing such tendered shares of ▇▇▇▇
▇▇▇ common stock, if applicable, for transfer on your books; and
3. to receive all benefits and otherwise exercise all rights of
beneficial ownership of such shares, all in accordance with the terms of the
exchange offer. If my tendered shares of ▇▇▇▇ ▇▇▇ common stock are accepted
for exchange, I will be entitled to receive book-entry credit representing
shares of Coach common stock.
I hereby represent and warrant to you that I have full power and
authority to tender, sell, assign and transfer the shares of ▇▇▇▇ ▇▇▇ common
stock that I have tendered and that when such shares are accepted by you for
exchange pursuant to the exchange offer, you will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
changes and encumbrances, and that none of such shares of ▇▇▇▇ ▇▇▇ common
stock will be subject to any adverse claim at the time you accept such shares
for exchange. I will, upon request, execute and deliver any additional
documents that the exchange agent or you deem to be necessary or desirable to
complete the sale, assignment and transfer of the shares of ▇▇▇▇ ▇▇▇ common
stock that I have tendered. All authority conferred or agreed to be conferred
in this Letter of Transmittal and all of my obligations hereunder shall be
binding upon my successors, assigns, heirs, executors, administrators,
trustees in bankruptcy and legal representatives and shall not be affected
by, and shall survive, my death or incapacity. This tender may be withdrawn
only in accordance with the procedures set forth in the offering
circular-prospectus and the Instructions provided with this Letter of
Transmittal.
I understand that the maximum number of shares of ▇▇▇▇ ▇▇▇ common stock
which will be accepted for exchange will be 41,402,285 shares. I understand that
if more than such maximum number of shares of ▇▇▇▇ ▇▇▇ common stock are
tendered, the exchange offer will be oversubscribed, and shares of ▇▇▇▇ ▇▇▇
common stock tendered will be subject to proration in accordance with the terms
set forth in the offering circular-prospectus in the section entitled "The
Exchange Offer - Terms of the Exchange Offer," except for odd-lot tenders as
described in the offering circular- prospectus in the section entitled "The
Exchange Offer - Proration; Tenders for Exchange by Holders of Fewer Than 100
shares of ▇▇▇▇ ▇▇▇ Common Stock." I understand that, upon your acceptance of any
of the shares of ▇▇▇▇ ▇▇▇ common stock that I have tendered, I will be deemed to
have accepted the shares of Coach common stock exchanged therefor and will be
deemed to have relinquished all rights with respect to the accept-ed shares of
▇▇▇▇ ▇▇▇ common stock.
I recognize that, under certain circumstances and subject to certain
conditions to the exchange offer (which you may waive) that are contained in the
offering circular-prospectus, you may not be required to accept for exchange any
of the shares of ▇▇▇▇ ▇▇▇ common stock that I have tendered (including any
shares of ▇▇▇▇ ▇▇▇ common stock I tendered after the expiration date). My tender
may be withdrawn only in accordance with the procedures contained in the
offering circular-prospectus in the section entitled "The Exchange Offer -
Withdrawal Rights" and in the Instructions provided with this Letter of
Transmittal. Shares of ▇▇▇▇ ▇▇▇ common stock delivered to the exchange agent and
not accepted for exchange will be returned to me as described in the offering
circular-prospectus in the section entitled "The Exchange Offer - Exchange of
Shares of ▇▇▇▇ ▇▇▇ Common Stock."
I understand that you will (1) issue the shares of Coach common stock to
which I am entitled and if applicable, the shares of ▇▇▇▇ ▇▇▇ common stock not
tendered by me or any tendered shares that are not accepted for exchange, in
each case in the name(s) of the registered holder(s) shown in Section I of this
Letter of Transmittal, and (2) mail the confirmation of shares of Coach common
stock to which I am entitled and, if applicable, the confirmation of shares of
▇▇▇▇ ▇▇▇ common stock not tendered by me, or any shares tendered by me and not
accepted for exchange by you to the address(es) of the registered holder(s)
shown in Section I of this Letter of Transmittal. If I am eligible or required
to complete Section IV entitled "Special Transfer Instructions" and Section IV
is properly completed (and accompanied by all necessary and proper documentary
evidence, such as a power of attorney), please issue the shares of Coach common
stock to which I am entitled and, if applicable, the shares of ▇▇▇▇ ▇▇▇ common
stock not tendered by me or any tendered shares that are not accepted for
exchange, in the name(s) of, and mail such confirmation (and accompanying
documents, as appropriate) to, the person(s) so indicated. I understand that any
shares of ▇▇▇▇ ▇▇▇ common stock delivered by book-entry transfer and not
accepted for exchange will be credited to the account at the book-entry transfer
facility from which the shares were transferred. I recognize that you have no
obligation pursuant to the "Special Transfer Instructions" to transfer any
shares of ▇▇▇▇ ▇▇▇ common stock from the name of the registered holder(s)
thereof if you do not accept such shares for exchange.
I understand that the delivery and surrender of the shares of ▇▇▇▇ ▇▇▇
common stock that I have tendered is not effective, and the risk of loss of the
shares of ▇▇▇▇ ▇▇▇ common stock (including shares of ▇▇▇▇ ▇▇▇ common stock
tendered herewith) does not pass to the exchange agent, until receipt by the
exchange agent of this Letter of Transmittal, duly completed and signed, or an
agent's message (as discussed in the offering circular-prospectus in the section
entitled "The Exchange Offer-Procedures for Tendering Shares of ▇▇▇▇ ▇▇▇ Common
Stock") in connection with a book-entry transfer of shares, together with all
accompanying evidences of authority in form satisfactory to you and any other
required documents. I UNDERSTAND THAT ALL QUESTIONS AS TO THE FORM OF DOCUMENTS
(INCLUDING NOTICES OF WITHDRAWAL) AND THE VALIDITY, FORM, ELIGIBILITY (INCLUDING
TIME OF RECEIPT) AND ACCEPTANCE FOR EXCHANGE OF ANY TENDER OF SHARES OF ▇▇▇▇ ▇▇▇
COMMON STOCK WILL BE DETERMINED BY ▇▇▇▇ ▇▇▇ IN ITS SOLE DISCRETION AND SUCH
DETERMINATION SHALL BE FINAL AND BINDING UPON ALL TENDERING ▇▇▇▇ ▇▇▇
STOCKHOLDERS.
I understand that a tender of shares of ▇▇▇▇ ▇▇▇ common stock made pursuant
to any method of delivery as described in the offering circular-prospectus and
your acceptance for exchange of such shares pursuant to the procedures described
in the offering circular-prospectus in the section entitled "The Exchange Offer
- Procedures for Tendering Shares of ▇▇▇▇ ▇▇▇ Common Stock" and in the
Instructions provided herewith will constitute a binding agreement between us
upon the terms and subject to the conditions of the exchange offer, including my
representation that (1) I own the shares of ▇▇▇▇ ▇▇▇ common stock being tendered
within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended, and (2) the tender of such shares of ▇▇▇▇ ▇▇▇ common stock
complies with Rule 14e-4.